Common use of Stock Exchange Limitations Clause in Contracts

Stock Exchange Limitations. Notwithstanding anything to the contrary in this Note, until the Company obtains a stockholder approval contemplated by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) with respect to the issuance of shares of Common Stock pursuant to this Note in excess of the limitations imposed by such rules, in no event may any shares of Common Stock be issued pursuant to this Note. If any one or more shares of Common Stock are not delivered as a result of the operation of the preceding sentence (such shares, the “Withheld Shares”), then (1) on the date such shares of Common Stock are issuable hereunder (after giving effect to any limitations imposed under Section 7(A)), the Company will pay to the Holder, in addition to the Event of Default Acceleration Amount then due and unpaid, cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Daily VWAP per share of Common Stock on such Event of Default Stock Payment Date; and (2) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Withheld Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price of such purchases over (B) the product of (I) the number of such Withheld Shares purchased by the Holder; and (II) the Daily VWAP per share of Common Stock on such date.”

Stock Exchange Limitations. Notwithstanding anything to the contrary in this Note or any Other Note, until the Company obtains a stockholder approval contemplated by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) with respect to Requisite Stockholder Approval is obtained, in no event will the issuance number of shares of Common Stock pursuant to this Note in excess of the limitations imposed by such rules, in no event may any shares of Common Stock be issued issuable upon conversion or otherwise pursuant to this Note, all Other Notes and all Exchange Notes, together with all other shares, if any theretofore issued upon conversion or otherwise pursuant to the Securities Exchange Agreement, this Note, all Other Notes and all Exchange Notes, including (for the avoidance of doubt) Event of Default Stock Payments exceed [insert # representing one share less share than 20% of the outstanding shares] shares in the aggregate. If any one or more shares of Common Stock are not delivered as a result of the operation of the preceding sentence (such shares, the “Withheld Shares”), then (1) on the date such shares of Common Stock are issuable hereunder (after giving without effect to any limitations imposed under Section 7(A7(J)(i)), the Company will pay to the Holder, in addition to the Event of Default Acceleration Amount then Conversion Consideration otherwise due and unpaidupon such conversion or shares otherwise due to the Holder hereunder, cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Daily VWAP per share of Common Stock on such Event of Default the applicable Stock Payment Determination Date; and (2) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Withheld Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price of such purchases over (B) the product of (I) the number of such Withheld Shares purchased by the Holder; and (II) the Daily VWAP per share of Common Stock on such datethe applicable Stock Payment Determination Date.”

Stock Exchange Limitations. Notwithstanding anything to the contrary in this Note or any Other Note, until the Company obtains a stockholder approval contemplated by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) with respect to Requisite Stockholder Approval is obtained, in no event will the issuance number of shares of Common Stock pursuant to this Note in excess of the limitations imposed by such rules, in no event may any shares of Common Stock be issued issuable pursuant to this Note, all Other Notes, all Subsequently Purchased Notes and the Warrants, together with all other shares, if any theretofore issued pursuant to the Securities Exchange Agreement, this Note, all Other Notes, all Subsequently Purchased Notes and the Warrants, including (for the avoidance of doubt) Event of Default Stock Payments exceed 39,349,491 shares in the aggregate. If any one or more shares of Common Stock are not delivered as a result of the operation of the preceding sentence (such shares, the “Withheld Shares”), then (1) on the date such shares of Common Stock are issuable hereunder (after giving without effect to any limitations imposed under Section 7(A5(D)), the Company will pay to the Holder, in addition to the Event of Default Acceleration Amount then shares otherwise due and unpaidto the Holder hereunder, cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Daily VWAP per share of Common Stock on such the date of delivery of the related Event of Default Stock Payment DateNotice; and (2) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Withheld Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price of such purchases over (B) the product of (I) the number | of such Withheld Shares purchased by the Holder; and (II) the Daily VWAP per share of Common Stock on such datethe date of delivery of the related Event of Default Stock Payment Notice.” (g) Section 9(A)(viii) of the Notes shall be deleted in its entirety and replaced with the following in lieu thereof, effective as of the date hereof:

Stock Exchange Limitations. Notwithstanding anything to the contrary in this Note or any Other Note, until the Company obtains a stockholder approval contemplated by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) with respect to Requisite Stockholder Approval is obtained, in no event will the issuance number of shares of Common Stock pursuant to this Note in excess of the limitations imposed by such rules, in no event may any shares of Common Stock be issued issuable pursuant to this Note, all Other Notes, all Subsequently Purchased Notes and the Warrants, together with all other shares, if any theretofore issued pursuant to the Securities Exchange Agreement, this Note, all Other Notes, all Subsequently Purchased Notes and the Warrants, including (for the avoidance of doubt) Event of Default Stock Payments exceed 39,349,491 shares in the aggregate. If any one or more shares of Common Stock are not delivered as a result of the operation of the preceding sentence (such shares, the “Withheld Shares”), then (1) on the date such shares of Common Stock are issuable hereunder (after giving without effect to any limitations imposed under Section 7(A5(D)), the Company will pay to the | Holder, in addition to the Event of Default Acceleration Amount then shares otherwise due and unpaidto the Holder hereunder, cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Daily VWAP per share of Common Stock on such the date of delivery of the related Event of Default Stock Payment DateNotice; and (2) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Withheld Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price of such purchases over (B) the product of (I) the number of such Withheld Shares purchased by the Holder; and (II) the Daily VWAP per share of Common Stock on such datethe date of delivery of the related Event of Default Stock Payment Notice.”

Stock Exchange Limitations. Notwithstanding anything to the contrary in this Note, until the Company obtains a stockholder approval contemplated by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) with respect to Requisite Stockholder Approval is obtained, in no event will the issuance number of shares of Common Stock issued upon conversion of this Note, in lieu of payment of an Amortization Payment or Stated Interest in cash pursuant to this Note in excess of the limitations imposed by such rulesSection 5(B), in no event may any shares of Common Stock be issued or otherwise pursuant to this Note, exceed [ ˜ ] [NTD: to be a prorated proportion based on total amount of Notes issued] shares in the aggregate. If If, after May 31, 2020, any one or more shares of Common Stock are not delivered upon conversion of this Note as a result of the operation of the preceding sentence (such shares, the “Withheld Shares”), then (1) on the date Conversion Settlement Date for such shares of Common Stock are issuable hereunder (after giving effect to any limitations imposed under Section 7(A))conversion, the Company will pay to the Holder, in addition to the Event of Default Acceleration Amount then Conversion Consideration otherwise due and unpaidupon such conversion, cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Daily VWAP per share of Common Stock on the Conversion Date for such Event of Default Stock Payment Dateconversion; and (2) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Withheld Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price of such purchases over (B) the product of (I) the number of such Withheld Shares purchased by the Holder; and (II) the Daily VWAP per share of Common Stock on the Conversion Date for such dateconversion.”

Stock Exchange Limitations. Notwithstanding anything to the contrary in this Note or any Other Note, until the Company obtains a stockholder approval contemplated by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) with respect to Requisite Stockholder Approval is obtained, in no event will the issuance number of shares of Common Stock pursuant to this Note in excess of the limitations imposed by such rules, in no event may any shares of Common Stock be issued issuable pursuant to this Note, all Other Notes and all Subsequently Purchased Notes, together with all other shares, if any theretofore issued pursuant to the Securities Exchange Agreement, this Note, all Other Notes and all Subsequently Purchased Notes, including (for the avoidance of doubt) Event of Default Stock Payments exceed 39,349,491 shares in the aggregate. If any one or more shares of Common Stock are not delivered as a result of the operation of the preceding sentence (such shares, the “Withheld Shares”), then (1) on the date such shares of Common Stock are issuable hereunder (after giving without effect to any limitations imposed under Section 7(A5(D)), the Company will pay to the Holder, in addition to the Event of Default Acceleration Amount then shares otherwise due and unpaidto the Holder hereunder, cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Daily VWAP per share of Common Stock on such the date of delivery of the related Event of Default Stock Payment DateNotice; and (2) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Withheld Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price of such purchases over (B) the product of (I) the number of such Withheld Shares purchased by the Holder; and (II) the Daily VWAP per share of Common Stock on such datethe date of delivery of the related Event of Default Stock Payment Notice.”