Common use of Purchaser's Ownership of Common Stock Clause in Contracts

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the DebenturesCertificate of Designations, the conversion and exercise rights of each of the Purchaser Purchasers set forth in the Debentures Certificate of Designations and the Warrants, as applicable, shall be limited, solely to the extent required, from time to time, such that, unless each of the Purchaser gives Purchasers give written notice 75 days in advance to the Company of the Purchaser's their intention to exceed the Limitation on Conversion Conversions as defined herein, with respect to all or a specified amount of the Debentures Preferred Shares and the corresponding number of the Underlying Shares Shares, in no instance shall the Purchaser maximum number of shares of Common Stock which the Purchasers (singularly, together with any Persons who in the determination of the Purchasersuch Purchasers, together with the Purchasersuch Purchasers, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert may receive in respect of any conversion of the Debentures Preferred Shares, or exercise of the Warrants, exceed, at any one time, an amount equal to the extent such conversion would result in the Purchaser beneficially owning more than five percent remainder of (5%i) 4.99% of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial Company following such conversion or exercise minus (ii) the number of shares of Common Stock of the Company then owned by any of the Purchasers (including any shares of Common Stock deemed beneficially owned due to ownership shall be defined of the Preferred Shares and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Warrants) (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that if ten (10) Business Days have elapsed since any of the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser Purchasers shall have declared an Event of Default and, if a cure period (as that term is provided, defined in the Certificate of Designations) and the Company shall not have properly and fully cured such Event of Default within any such cure periodDefault, the provisions of this Section 4.18 4.19 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice notice of Conversion conversion tendered by any of the Purchaser Purchasers (or its sole designee) for the Debentures), as applicable, and upon its receipt of a notice of exercise under the terms of the Warrants, notify the such Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the such Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice notice of Conversion conversion or exercise requested in such notice of exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the DebenturesCertificate of Designations or the Warrants, the such Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.19 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such Purchaser it determines that such conversion or exercise would result in the ownership by such Purchaser of owning shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion and exercise rights of each of the Purchaser Purchasers set forth in the Debentures and the Warrants, as applicable, shall be limited, solely to the extent required, from time to time, such that, unless each of the Purchaser gives Purchasers give written notice 75 days in advance to the Company of the Purchaser's their intention to exceed the Limitation on Conversion Conversions as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares Shares, in no instance shall the Purchaser maximum number of shares of Common Stock which the Purchasers (singularly, together with any Persons who in the determination of the Purchasersuch Purchasers, together with the Purchasersuch Purchasers, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert may receive in respect of any conversion of the Debentures Debentures, or exercise of the Warrants, exceed, at any one time, an amount equal to the extent such conversion would result in the Purchaser beneficially owning more than five percent remainder of (5%i) 4.99% of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial Company following such conversion or exercise minus (ii) the number of shares of Common Stock of the Company then owned by any of the Purchasers (including any shares of Common Stock deemed beneficially owned due to ownership shall be defined of the Debentures and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Warrants) (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion by the Company pursuant to this Agreement or Section 4(i) and Section 5 of the Debentures; and Debentures and, provided, further further, that if ten (10) Business Days have elapsed since any of the Purchaser Purchasers shall have declared an Event of Default and, if a cure period (as that term is provided, defined in the Debenture) and the Company shall not have properly and fully cured such Event of Default within any such cure periodDefault, the provisions of this Section 4.18 4.19 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice notice of Conversion conversion tendered by any of the Purchaser Purchasers (or its sole designee) for under the Debentures, as applicable, and upon its receipt of a notice of exercise under the terms of the Warrants, notify the such Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the such Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice notice of Conversion conversion or exercise requested in such notice of exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the DebenturesDebentures or the Warrants, the such Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.19 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such Purchaser it determines that such conversion or exercise would result in the ownership by such Purchaser of owning shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in -------------------------------------- lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, ------------------------ -------- ------- that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further -------- ------- that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares ---------------- of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.18 by facsimile revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the Warrant and the Initial Warrant, the conversion rights and exercise rights of the Purchaser set forth in the Debentures Debentures, the Warrant and the Initial Warrant shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares Shares, in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures Debentures, the Warrant and the Initial Warrant to the extent such conversion or exercise, as the case may be, would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on ConversionLIMITATION ON CONVERSION"); providedPROVIDED, howeverHOWEVER, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and providedPROVIDED, further FURTHER that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, and upon its receipt of a Notice of Exercise under the terms of the Warrant or the Initial Warrant, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Warrant Shares and Initial Warrant Shares, as the case may be, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion or exercise requested in such Notice of Exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion or exercise, as the case may be, whereupon, in accordance with the Debentures, Debentures and notwithstanding anything to the contrary set forth in the DebenturesWarrant or the Initial Warrant, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.18 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such the Purchaser determines that such conversion or exercise would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in -------------------------------------- lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the each Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, ------------------------ -------- ------- that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further -------- ------- that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of ---------------- Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18Section.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 4.19 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Limitation Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such the Purchaser determines that such conversion would result in the ownership by such su the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Limitation Notice shall begin the 75 day advance notice required in this Section 4.184.19.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by written notice to the Company within one (1) Business Day of its receipt of the Debenture Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such 102 that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares Shares, in no instance shall the maximum number of shares of Common Stock which the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert may receive in respect of any conversion of the Debentures Debentures, exceed, at any one time, an amount equal to the extent such conversion would result in the Purchaser beneficially owning more than five percent remainder of (5%i) 4.99% of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial Company following such conversion minus (ii) the number of shares of Common Stock of the Company then owned by the Purchaser (including any shares of Common Stock deemed beneficially owned due to ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under of the Exchange Act Debentures) (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, Debentures notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.18 by facsimile revoke such conversion to the extent (in whole or in part) that such the Purchaser determines that such conversion would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the each Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the such Purchaser gives written notice 75 days in advance to the Company of the such Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the such Purchaser (singularly, together with any Persons who in the determination of the such Purchaser, together with the such Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the such Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the such Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the such Purchaser (or its sole designee) for the Debentures, as applicable, notify the such Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the such Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the such Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion and exercise rights of each of the Purchaser Purchasers set forth in the Debentures Debentures, shall be limited, solely to the extent required, from time to time, such that, unless the a Purchaser gives written notice 75 days in advance to the Company of the such Purchaser's intention to exceed the Limitation on Conversion Conversions as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares Shares, in no instance shall the Purchaser maximum number of shares of Common Stock which the Purchasers (singularly, together with any Persons who in the determination of the Purchasersuch Purchasers, together with the Purchasersuch Purchasers, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert may receive in respect of any conversion of the Debentures Debentures, exceed, at any one time, an amount equal to the extent such conversion would result in the Purchaser beneficially owning more than five percent remainder of (5%i) 4.99% of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial Company following such conversion or exercise MINUS (ii) the number of shares of Common Stock of the Company then owned by any of the Purchasers (including any shares of Common Stock deemed beneficially owned due to ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under of the Exchange Act Debentures) (the foregoing being herein referred to as the "Limitation on ConversionLIMITATION ON CONVERSION"); providedPROVIDED, howeverHOWEVER, that the Limitation on Conversion shall not apply to any forced or automatic conversion by the Company pursuant to this Agreement or Section 4(i) and Section 5 of the Debentures; and providedand, further PROVIDED FURTHER, that if ten (10) Business Days shall have elapsed from the time any Purchaser shall have declared an Event of Default and, if a cure period is provided, and the Company shall not have properly and fully cured such Event of Default within any such cure periodDefault, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by any of the Purchaser Purchasers (or its their sole designee) for under the Debentures, as applicable, notify the such Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the such Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the such Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.18 by facsimile revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the DebenturesDebenture A and the Warrant, the conversion rights and exercise rights of the Purchaser set forth in the Debentures Debenture A and the Warrant shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures Debenture A and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures Debenture A and exercise the Warrant to the extent such conversion or exercise, as the case may be, would result in the Purchaser beneficially owning more than five ten percent (510%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the DebenturesDebenture A; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 4.19 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the DebenturesDebenture A, as applicable, and upon its receipt of a Notice of Exercise under the terms of the Warrant notify the Purchaser by telephone and by facsimile (the "Debenture “Limitation Notice"”) of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares or Warrant Shares, as the case may be, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion or exercise requested in such Notice of Exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion or exercise, as the case may be, whereupon, in accordance with the DebenturesDebenture A, notwithstanding anything to the contrary set forth in the DebenturesDebenture A, the Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Limitation Notice by facsimile, revoke such conversion or exercise to the extent (in whole or in part) that such the Purchaser determines that such conversion or exercise would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Limitation Notice shall begin the 75 day advance notice required in this Section 4.184.19.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion and exercise rights of the Purchaser set forth in the Debentures and the Warrant, as applicable, shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares Shares, in no instance shall the maximum number of shares of Common Stock which the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert may receive in respect of any conversion of the Debentures or exercise of the Warrant, exceed, at any one time, an amount equal to the extent such conversion would result in the Purchaser beneficially owning more than five percent remainder of (5%i) 4.99% of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial Company following such conversion or exercise minus (ii) the number of shares of Common Stock of the Company then owned by the Purchaser (including any shares of Common Stock deemed beneficially owned due to ownership shall be defined of the Debentures and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Warrant) (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, and upon its receipt of a Notice of Exercise under the terms of the Warrant, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares and Warrant Shares, as the case may be, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion or exercise requested in such Notice of Exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, Debentures and notwithstanding anything to the contrary set forth in the DebenturesWarrant, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.18 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such the Purchaser determines that such conversion or exercise would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the DebenturesCertificate of Designation, the conversion and exercise rights of the Purchaser set forth in the Debentures Certificate of Designation shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 seventy five (75) days in advance to the Company of the Purchaser's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures Shares and the corresponding number of the Underlying Shares Shares, in no instance shall the maximum number of shares of Common Stock which the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled may receive in respect of any conversion of the Shares exceed, at any one time, an amount equal to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five four and ninety nine one hundredths percent (54.99%) of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Company following such conversion (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the DebenturesCertificate of Designation; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 4.10 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the DebenturesShares, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion or exercise requested in such Notice of Exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, Certificate of Designation and notwithstanding anything to the contrary set forth in the Debenturestherein, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.10 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such the Purchaser determines that such conversion or exercise would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the DebenturesCertificate of Designation, the conversion and exercise rights of the Purchaser set forth in the Debentures Certificate of Designation shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 seventy five (75) days in advance to the Company of the Purchaser's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures Shares and the corresponding number of the Underlying Shares Shares, in no instance shall the maximum number of shares of Common Stock which the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled may receive in respect of any conversion of the Shares exceed, at any one time, an amount equal to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five four and ninety nine one hundredths percent (54.99%) of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Company following such conversion (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the DebenturesCertificate of Designation; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 4.10 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the DebenturesShares, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion or exercise requested in such Notice of Exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, Certificate of Designation and notwithstanding anything to the contrary set forth in the Debenturestherein, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.13 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such the Purchaser determines that such conversion or exercise would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the DebenturesCertificate of Designation, the conversion and exercise rights of the Purchaser set forth in the Debentures Certificate of Designation shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 seventy five (75) days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures Shares and the corresponding number of the Underlying Shares Shares, in no instance shall the maximum number of shares of Common Stock which the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled may receive in respect of any conversion of the Shares exceed, at any one time, an amount equal to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five four and ninety nine one hundredths percent (54.99%) of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Company following such conversion (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement agreement or the DebenturesCertificate of Designation; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 4.13 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the DebenturesShares, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion or exercise requested in such Notice of Exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, Certificate of Designation and notwithstanding anything to the contrary set forth in the Debenturestherein, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.13 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such the Purchaser determines that such conversion or exercise would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the DebenturesCertificate of Designation, the conversion and exercise rights of the Purchaser set forth in the Debentures Certificate of Designation shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 seventy five (75) days in advance to the Company of the Purchaser's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures Shares and the corresponding number of the Underlying Shares Shares, in no instance shall the maximum number of shares of Common Stock which the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 1 3d-S of the Exchange Act) be entitled may receive in respect of any conversion of the Shares exceed, at any one time, an amount equal to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five four and ninety nine one hundredths percent (54.99%) of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Company following such conversion (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement agreement or the DebenturesCertificate of Designation; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 4.11 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the DebenturesShares, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion or exercise requested in such Notice of Exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, Certificate of Designation and notwithstanding anything to the contrary set forth in the Debenturestherein, the Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.11 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such the Purchaser determines that such conversion or exercise would result in the ownership by such the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares Shares, in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on ConversionLIMITATION ON CONVERSION"); providedPROVIDED, howeverHOWEVER, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and providedPROVIDED, further FURTHER that if the such Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the such Purchaser (or its sole designee) for the Debentures, as applicable, notify the such Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the such Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, Debentures notwithstanding anything to the contrary set forth in the Debentures, the such Purchaser may, by notice to the Company may within one (1) Business Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.18 by facsimile revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. (a) In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such Purchaser determines that such conversion would result in the ownership by such Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion and exercise rights of each of the Purchaser Purchasers set forth in the Debentures and the Warrants, as applicable, shall be limited, solely to the extent required, from time to time, such that, unless each of the Purchaser gives Purchasers give written notice 75 days in advance to the Company of the Purchaser's their intention to exceed the Limitation on Conversion Limitations of Conversions as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares Shares, in no instance shall the Purchaser maximum number of shares of Common Stock which the Purchasers (singularly, together with any Persons who in the determination of the Purchasersuch Purchasers, together with the Purchasersuch Purchasers, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert may receive in respect of any conversion of the Debentures Debentures, or exercise of the Warrants, exceed, at any one time, an amount equal to the extent such conversion would result in the Purchaser beneficially owning more than five percent remainder of (5%i) 4,99% of the then issued and outstanding shares of Common Stock of the Company. For these purposes, beneficial Company following such conversion or exercise minus (ii) the number of shares of Common Stock of the Company then owned by any of the Purchasers (including any shares of Common Stock deemed beneficially owned due to ownership shall be defined of the Debentures and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act Warrants) (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion by the Company pursuant to this Agreement or Section 4(i) and Section 5 of the Debentures; and Debentures and, provided, further further, that if 10 Business Days have elapsed since any of the Purchaser Purchasers shall have declared an Event of Default and, if a cure period (as that term is provided, defined in the Convertible Debenture) and the Company shall not have properly and fully cured such Event of Default within any such cure periodDefault, the provisions of this Section 4.18 4.19 shall be null and void from and after such date. The Company shall, promptly upon its its' receipt of a Notice notice of Conversion conversion tendered by any of the Purchaser Purchasers (or its sole designee) for under the Debentures, as applicable, and upon its receipt of a notice of exercise under the terms of the Warrants, notify the such Purchaser by telephone and by facsimile (the "Debenture Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, Shares which would be issuable to the such Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice notice of Conversion conversion or exercise requested in such notice of exercise were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion full, whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the DebenturesDebentures or the Warrants, the such Purchaser may, by notice to the Company may within one (1) Business Trading Day of its receipt of the Debenture Notice Company notice required by facsimile, this Section 4.19 by facsimile revoke such conversion or exercise to the extent (in whole or in part) that such Purchaser it determines that such conversion or exercise would result in the ownership by such Purchaser of owning shares of Common Stock in excess of the Limitation on Conversion. The Debenture Notice shall begin the 75 day advance notice required in this Section 4.18.

Purchaser's Ownership of Common Stock. In addition to and not in lieu of the limitations on conversion set forth in the Debentures, the conversion rights of the Purchaser set forth in the Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Purchaser gives written notice 75 days in advance to the Company of the Purchaser's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Debentures and the corresponding number of the Underlying Shares in no instance shall the Purchaser (singularly, together with any Persons who in the determination of the Purchaser, together with the Purchaser, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Debentures to the extent such conversion would result in the Purchaser beneficially owning more than five percent (5%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Debentures; and provided, further that if the Purchaser shall have declared an Event of Default and, if a cure period is provided, the Company shall not have properly and fully cured such Event of Default within any such cure period, the provisions of this Section 4.18 4.17 shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Notice of Conversion tendered by the Purchaser (or its sole designee) for the Debentures, as applicable, notify the Purchaser by telephone and by facsimile (the "Debenture Limitation Notice") of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares, which would be issuable to the Purchaser (or its sole designee, as the case may be) if the conversion requested in such Notice of Conversion were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Debentures, notwithstanding anything to the contrary set forth in the Debentures, the Purchaser may, by notice to the Company within one (1) Business Day of its receipt of the Debenture Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that such the Purchaser determines that such conversion would result in the ownership by such su the Purchaser of shares of Common Stock in excess of the Limitation on Conversion. The Debenture Limitation Notice shall begin the 75 day advance notice required in this Section 4.184.17.