Common use of Trading Market Limitations Clause in Contracts

Trading Market Limitations. Notwithstanding anything herein to the contrary, the Company shall not issue any Warrant Shares which, when aggregated with the Shares issued prior to such date of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day immediately preceding the Closing Date (such number of shares, the “Issuable Maximum”). If on the date of exercise of Warrants (a) the applicable Exercise Price in effect is such that the shares issuable upon exercise of the Warrants together with the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum, and (b) the Company’s stockholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder Approval”), then the Company shall issue to the Purchaser requesting exercise of Warrants a number of shares of Common Stock equal to such Purchaser’s pro-rata portion of the Issuable Maximum and, with respect to the remainder of the Warrants then held by such Purchaser for which exercise would result in an issuance of shares of Common Stock in excess of such Purchaser’s pro-rata portion of the Issuable Maximum (the “Excess Shares”), the Company shall be prohibited from issuing such Excess Shares, and shall notify the Purchaser of the reason therefor. The Warrants would be unconvertible and unexercisable to such extent until and unless Stockholder Approval is subsequently obtained, but shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrary, but subject to the provisions of this Section 4(c)(i), if the Company shall has not issue any Warrant Shares obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Shares issued Original Issue Date and prior to such date Conversion Date (A) in connection with any Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of issuancethe Securities pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “Issuable Maximum”). If Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the date Original Issue Date by (y) the aggregate principal amount of exercise all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of Warrants the Issuable Maximum, if any, shall be allocated pro-rata among the remaining Holders. If, on any Conversion Date, (a1) the applicable Exercise Conversion Price in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on such Conversion Date, together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures, would exceed the Issuable Maximum, Maximum and (b2) the Company’s stockholders Company shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder obtained Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures (including any accrued interest) then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess SharesPrincipal”), the Company shall be prohibited from issuing converting such Excess Shares, Principal and shall promptly notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval The Holder acknowledges and agrees that is necessary to issue shares of Common Stock in excess issuable upon conversion hereof or exercise of the Issuable MaximumWarrants are not eligible to vote in connection with the Shareholder Approval. Notwithstanding anything contained herein to the contrary, the foregoing provisions of this Section 4(c)(i) shall apply only to the extent that Shareholder Approval is required by the rules of any Trading Market or of the “Pink Sheets” on which the Common Stock is then listed or quoted.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not obtained Shareholder Approval (as defined below), then the Company may not issue any Warrant Shares upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with the Shares any shares of Common Stock issued prior to such date of issuanceConversion Date (A) pursuant to any Debentures issued pursuant to the Purchase Agreement and (B) pursuant to any Warrants issued pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “"Issuable Maximum”"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders 's shareholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents Documents, if any (the “Stockholder "Shareholder Approval”"), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such Purchaser’s Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Purchaser’s Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “"Excess Shares”Principal"), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not issue any Warrant Shares upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with the Shares any shares of Common Stock issued prior to such date Conversion Date (A) pursuant to any Debentures issued pursuant to the Purchase Agreement or those certain Securities Purchase Agreements dated as of issuanceApril 18, 2005, as amended, and (B) pursuant to any Warrants issued pursuant to the Purchase Agreement and the Securities Purchase Agreements dated as of April 18, 2005, as amended, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders shareholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents Documents, as may be required by the applicable rules and regulations of the Nasdaq National Market, if any (the “Stockholder Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures (including any accrued interest) then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess SharesPrincipal”), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not issue obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Trading Market (or any Warrant Shares successor entity), then the Company may not issue, upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with the Shares any shares of Common Stock issued prior to such date of issuanceConversion Date (A) pursuant to any Debentures issued pursuant to the Purchase Agreement and (B) pursuant to any Warrants issued pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders shareholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents Documents, as may be required by the applicable rules and regulations of the American Stock Exchange, if any (the “Stockholder Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess SharesPrincipal”), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not issue any Warrant Shares which, when aggregated with upon conversion of the Shares issued prior to such date Debentures in excess of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date, less the number of shares issued prior to such Conversion Date pursuant to any Debentures and less the number of shares issued prior to such Conversion Date pursuant to any Warrants (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders shareholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents Documents, as may be required by the applicable rules and regulations of the Trading Market (or any successor entity), if any (the “Stockholder Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess SharesPrincipal”), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrarycontrary contained herein, if the Company shall not issue Trading Market is the New York Stock Exchange or any Warrant Shares whichother market or exchange with similar applicable rules, when aggregated with then the Shares issued prior to such date of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day immediately preceding the Closing Date (such number of shares, the “Issuable Maximum”). If on the date of exercise of Warrants (a) the applicable Exercise Price in effect is such that the shares issuable upon exercise of the Warrants together with the aggregate maximum number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum, and (b) the Company’s stockholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date equals 19.99% of the outstanding shares of Common Stock immediately preceding the Closing Date (the “Stockholder Approval”"Issuable Maximum"), unless the Company obtains stockholder approval in accordance with the rules and regulations of such Trading Market. If, at the time any Holder requests a conversion of any of the Debentures, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not previously obtained the required stockholder approval), then the Company shall issue to the Purchaser Holder requesting such exercise of Warrants a number of shares of Common Stock equal to not exceeding such PurchaserHolder’s pro-rata portion of the Issuable Maximum and, with respect to the remainder of the Warrants then held by such Purchaser for which exercise would result in an issuance of shares of Common Stock in excess of such Purchaser’s pro-pro rata portion of the Issuable Maximum (based on such Holder’s share (vis-à-vis other Holders) of the “Excess Shares”aggregate purchase price paid under the Purchase Agreement and taking into account any Conversion Shares previously issued to such Holder). For the purposes hereof, "Actual Minimum" shall mean, as of any date, the Company shall be prohibited from issuing such Excess Shares, and shall notify the Purchaser maximum aggregate number of the reason therefor. The Warrants would be unconvertible and unexercisable to such extent until and unless Stockholder Approval is subsequently obtained, but shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock then issued or potentially issuable in excess the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion in full of all Debentures and exercise in full of all Warrants, without giving effect to (x) any limits on the Issuable Maximumnumber of shares of Common Stock that may be owned by a Holder at any one time, or (y) any additional Underlying Shares that could be issuable as a result of any future possible adjustments.

Trading Market Limitations. Notwithstanding anything herein or in any other Transaction Document to the contrary, if the Company has not obtained Shareholder Approval, if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not and shall not issue any Warrant Shares whichupon conversion of this Debenture in excess of 1,871,083 shares of Common Stock, when aggregated with less the Shares number of shares issued prior to such date of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day immediately preceding the Closing Conversion Date pursuant to any Debentures (such number of shares, the “"ISSUABLE MAXIMUM"). The Holder shall be entitled to a portion of the Issuable Maximum”Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all other then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders shall Company has not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder obtained Shareholder Approval”), then the Company shall issue to the Purchaser requesting exercise of Warrants a Holder, upon its request to convert this Note (or any part hereof), such number of shares of Common Stock equal to such Purchaser’s its pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures (including any accrued interest) then held by such Purchaser it for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Purchaser’s its pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess Shares”"EXCESS PRINCIPAL"), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the The Company shall use commercially reasonable efforts not have any liability to obtainthe Holder, as promptly as practicableany other holder of Debentures or any other Person, Stockholder Approval that is necessary for refusing or otherwise failing to issue any shares of Common Stock in excess of the Issuable Maximumif prohibited by this Section 4(c)(i).

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not issue any Warrant Shares obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Shares issued Original Issue Date and prior to such date Conversion Date (A) in connection with any Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of issuancethe Securities pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “"Issuable Maximum”"). If Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the date Original Issue Date by (y) the aggregate principal amount of exercise all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of Warrants the Issuable Maximum, if any, shall be allocated pro-rata among the remaining Holders. If, on any Conversion Date, (a1) the applicable Exercise Conversion Price in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on such Conversion Date, together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures, would exceed the Issuable Maximum, Maximum and (b2) the Company’s stockholders Company shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder obtained Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such Purchaser’s Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures (including any accrued interest) then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such Purchaser’s Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “"Excess Shares”Principal"), the Company shall be prohibited from issuing converting such Excess Shares, Principal and shall promptly notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not issue any Warrant Shares obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Shares issued Original Issue Date and prior to such date Conversion Date (A) in connection with any Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of issuancethe Securities pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “Issuable Maximum”). If Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the date Original Issue Date by (y) the aggregate principal amount of exercise all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of Warrants the Issuable Maximum, if any, shall be allocated pro-rata among the remaining Holders. If, on any Conversion Date, (a1) the applicable Exercise Conversion Price in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on such Conversion Date, together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures, would exceed the Issuable Maximum, Maximum and (b2) the Company’s stockholders Company shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder obtained Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures (including any accrued interest) then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess SharesPrincipal”), the Company shall be prohibited from issuing converting such Excess Shares, Principal and shall promptly notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Company issue upon exercise of or otherwise pursuant to this Warrant, the other Warrants issued pursuant to the contrary, the Company shall not issue any Warrant Shares which, when aggregated with Purchase Agreement and the Shares (defined in the Purchase Agreement) issued prior pursuant to such date of issuance, would exceed 19.999% of the Purchase Agreement more than the maximum number of shares of Common Stock that the Company can issue pursuant to any rule of the principal securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 19.5% of the total shares outstanding on the business day immediately preceding the Closing Date (such as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. In the event that the sum of (i) the aggregate number of sharesshares of Common Stock issued upon exercise of this Warrant, the “Issuable Maximum”). If on the date shares of exercise of Warrants (a) the applicable Exercise Price in effect is such that the shares issuable Common Stock issued upon exercise of the other Warrants together with issued pursuant to the Purchase Agreement and the shares of Common Stock issued upon conversion of Shares issued pursuant to the Purchase Agreement plus (ii) the aggregate number of shares of Common Stock that would then be remain issuable upon exercise of this Warrant, the shares of Common Stock that remain issuable upon exercise of the other Warrants issued pursuant to the Purchase Agreement and the shares of Common Stock that remain issuable upon conversion of Shares issued pursuant to the Purchase Agreement, represents at least one hundred percent (100%) of the Maximum Share Amount, the Company will use its best efforts to seek and obtain Shareholder Approval (or obtain such other relief as will allow exercises hereunder in full excess of all then outstanding Warrants would exceed the Issuable MaximumMaximum Share Amount) as soon as practicable. As used herein, and (b) “Shareholder Approval” means approval by the Company’s stockholders shall not have previously approved shareholders of the Company to authorize the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder Approval”), then the Company shall issue to the Purchaser requesting exercise of Warrants a full number of shares of Common Stock equal to such Purchaser’s pro-rata portion which would be issuable upon full exercise of the Issuable then outstanding Warrants but for the Maximum and, with respect to the remainder of the Warrants then held by such Purchaser for which exercise would result in an issuance of shares of Common Stock in excess of such Purchaser’s pro-rata portion of the Issuable Maximum (the “Excess Shares”), the Company shall be prohibited from issuing such Excess Shares, and shall notify the Purchaser of the reason therefor. The Warrants would be unconvertible and unexercisable to such extent until and unless Stockholder Approval is subsequently obtained, but shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable MaximumShare Amount.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not issue any Warrant Shares upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with the Shares any shares of Common Stock issued prior to such date of issuanceConversion Date (A) pursuant to any Debentures issued pursuant to the Purchase Agreement and (B) pursuant to any Warrants issued pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “"ISSUABLE MAXIMUM"). Each Holder shall be entitled to a portion of the Issuable Maximum”Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Xxxxxx's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders 's shareholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents Documents, as may be required by the applicable rules and regulations of the Nasdaq SmallCap Market, if any (the “Stockholder Approval”"SHAREHOLDER APPROVAL"), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such Purchaser’s Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures (including any accrued interest) then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Purchaser’s Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess Shares”"EXCESS PRINCIPAL"), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. (a) Notwithstanding anything herein any provisions of Section 6.7, to the contrary, if the Company shall not issue Trading Market is the Nasdaq National Market or the Nasdaq SmallCap Market or any Warrant Shares whichother market or exchange with similar applicable rules, when aggregated with then the Shares issued prior to such date of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day immediately preceding the Closing Date (such number of shares, the “Issuable Maximum”). If on the date of exercise of Warrants (a) the applicable Exercise Price in effect is such that the shares issuable upon exercise of the Warrants together with the aggregate maximum number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum, and (b) the Company’s stockholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date is 9,572,408 shares of Common Stock (the “Stockholder Approval”"Issuable Maximum"), unless the Company obtains shareholder approval in accordance with the rules and regulations of such Trading Market (the "Shareholder Approval Requirement"). If at the time any Purchaser requests an exercise of any Securities or additional shares of Common Stock become issuable pursuant to Section 6.7 hereof or under any Transaction Document, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not previously obtained the required shareholder approval), then the Company shall issue to the Purchaser requesting such exercise of Warrants or entitled to such additional shares a number of shares of Common Stock equal to not exceeding such Purchaser’s pro-rata portion of the Issuable Maximum and, with respect to the remainder of the Warrants then held by such Purchaser for which exercise would result in an issuance of shares of Common Stock in excess of such Purchaser’s 's pro-rata portion of the Issuable Maximum (based on such Purchaser's share (vis-a-vis other Purchasers) of the “aggregate purchase price paid hereunder and taking into account any Warrant Shares previously issued to such Purchaser), and the remainder of the Warrant Shares issuable in connection with such exercise or additional shares of Common Stock issuable pursuant to Section 6.7 shall constitute "Excess Shares”)" pursuant to Section 6.8(b) below. (b) In the event that any Purchaser's receipt of shares of Common Stock upon exercise of Securities or pursuant to Section 6.7 is restricted based on the Issuable Maximum, the Company shall be prohibited from issuing either: (i) use its reasonable best efforts to obtain the required shareholder approval necessary to permit the issuance of such Excess Shares as soon as is reasonably possible, but in any event not later than the 90th day after the event giving rise to such Excess Shares, and shall notify the Purchaser of the reason therefor. The Warrants would be unconvertible and unexercisable or (ii) within five Trading Days after such event, pay cash to such extent until Purchaser, as liquidated damages and unless Stockholder Approval is subsequently obtainednot as a penalty, but shall otherwise remain in full force and effectan amount equal to the number of Excess Shares multiplied by the average Closing Price over the five Trading Days immediately prior to the date of such event or, if greater, the five Trading Days immediately prior to the date of payment (the "Cash Amount"). If Stockholder Approval is the Company elects the first option under the preceding sentence and the Company fails to obtain the required under this Section 4.15shareholder approval on or prior to the 90th day after such event, then within three Trading Days after such 90th day, the Company shall use commercially reasonable efforts pay the Cash Amount to obtainsuch Purchaser, as promptly liquidated damages and not as practicablepenalty; provided, Stockholder however, that the Company shall not be required to pay the Cash Amount to the extent such payment would violate the Shareholder Approval that is necessary Requirement or subject the Company to issue shares delisting under the rules and interpretations of the Trading Market on which the Company's Common Stock in excess of is listed and thereafter the Issuable MaximumCompany shall have no obligation with respect to such Excess Shares.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not obtained Shareholder Approval, then the Company may not issue any Warrant Shares upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with the Shares any shares of Common Stock issued prior to such date of issuanceConversion Date (A) pursuant to any Debentures issued pursuant to the Purchase Agreement and (B) pursuant to any Warrants issued pursuant to the Purchase Agreement, would exceed the lesser of the number of shares of Common Stock authorized under the Company’s Certificate of Incorporation, as amended, or 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders shall Shareholder Approval has not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents been obtained and deemed effective (the “Stockholder Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess SharesPrincipal”), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrary, the Company shall not issue any Conversion Shares or Warrant Shares which, when aggregated with the any Conversion Shares, Warrant Shares, PIK Dividend Shares and Redemption Shares issued prior to such date of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Business Day immediately preceding the Closing Date (such number of shares, the “"Issuable Maximum”"). If on the date of conversion of Shares or exercise of Warrants (a) the applicable Conversion Price or Exercise Price Price, as applicable, in effect is such that the shares issuable upon conversion of the Shares or exercise of the Warrants together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Shares and Warrants would exceed the Issuable Maximum, and (b) the Company’s 's stockholders shall not have previously approved the issuance of 20% or more of the Company’s 's capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder "Shareholder Approval”"), then the Company shall issue to the Purchaser requesting conversion of Shares or exercise of Warrants a number of shares of Common Stock equal to such Purchaser’s 's pro-rata portion of the Issuable Maximum and, with respect to the remainder of the Shares or Warrants then held by such Purchaser for which conversion or exercise would result in an issuance of shares of Common Stock in excess of such Purchaser’s 's pro-rata portion of the Issuable Maximum (the “"Excess Shares”"), the Company shall be prohibited from issuing such Excess Shares, and shall notify the Purchaser of the reason therefor. The Shares and Warrants would be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtained, but shall otherwise remain in full force and effect. If Stockholder Shareholder Approval is required under this Section 4.153.12, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Shareholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.

Trading Market Limitations. Notwithstanding anything herein to the contrarycontrary contained herein, if the Company shall not issue Trading Market is the New York Stock Exchange or any Warrant Shares whichother market or exchange with similar applicable rules, when aggregated with then the Shares issued prior to such date of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day immediately preceding the Closing Date (such number of shares, the “Issuable Maximum”). If on the date of exercise of Warrants (a) the applicable Exercise Price in effect is such that the shares issuable upon exercise of the Warrants together with the aggregate maximum number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum, and (b) the Company’s stockholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date equals 19.99% of the outstanding shares of Common Stock immediately preceding the Closing Date (the “Stockholder ApprovalIssuable Maximum”), unless the Company obtains stockholder approval in accordance with the rules and regulations of such Trading Market. If, at the time any Holder requests a conversion of any of the Debentures, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not previously obtained the required stockholder approval), then the Company shall issue to the Purchaser Holder requesting such exercise of Warrants a number of shares of Common Stock equal to not exceeding such PurchaserHolder’s pro-rata portion of the Issuable Maximum and, with respect to the remainder of the Warrants then held by such Purchaser for which exercise would result in an issuance of shares of Common Stock in excess of such Purchaser’s pro-pro rata portion of the Issuable Maximum (based on such Holder’s share (vis-à-vis other Holders) of the aggregate purchase price paid under the Purchase Agreement and taking into account any Conversion Shares previously issued to such Holder). For the purposes hereof, “Excess Shares”)Actual Minimum” shall mean, as of any date, the Company shall be prohibited from issuing such Excess Shares, and shall notify the Purchaser maximum aggregate number of the reason therefor. The Warrants would be unconvertible and unexercisable to such extent until and unless Stockholder Approval is subsequently obtained, but shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock then issued or potentially issuable in excess the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion in full of all Debentures, without giving effect to (x) any limits on the Issuable Maximumnumber of shares of Common Stock that may be owned by a Holder at any one time, or (y) any additional Underlying Shares that could be issuable as a result of any future possible adjustments.

Trading Market Limitations. (a) Notwithstanding anything herein any provisions of Section 4.9 to the contrary, if the Company shall not issue Trading Market is the Nasdaq National Market or the Nasdaq SmallCap Market or any Warrant Shares whichother market or exchange with similar applicable rules, when aggregated with then the Shares issued prior to such date of issuance, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day immediately preceding the Closing Date (such number of shares, the “Issuable Maximum”). If on the date of exercise of Warrants (a) the applicable Exercise Price in effect is such that the shares issuable upon exercise of the Warrants together with the aggregate maximum number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum, and (b) the Company’s stockholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date equals 6,123,402 shares (the “Stockholder Approval”"Issuable Maximum"), unless the Company obtains shareholder approval in accordance with the rules and regulations of such Trading Market. If at the time any Purchaser requests an exercise of any Securities or additional shares of Common Stock become issuable pursuant to Section 4.9 hereof, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not previously obtained the required shareholder approval), then the Company shall issue to the Purchaser requesting such exercise of Warrants or entitled to such additional shares a number of shares of Common Stock equal to not exceeding such Purchaser’s pro-rata portion of the Issuable Maximum and, with respect to the remainder of the Warrants then held by such Purchaser for which exercise would result in an issuance of shares of Common Stock in excess of such Purchaser’s pro-'s pro- rata portion of the Issuable Maximum (based on such Purchaser's share (vis-a-vis other Purchasers) of the “aggregate purchase price paid hereunder and taking into account any Underlying Shares previously issued to such Purchaser), and the remainder of the Underlying Shares issuable in connection with such exercise or conversion (if any) shall constitute "Excess Shares”)" pursuant to Section 4.10(b) below. (b) In the event that any Purchaser's receipt of shares of Common Stock upon exercise of Securities or pursuant to Section 4.9 is restricted based on the Issuable Maximum, the Company shall be prohibited from issuing either: (i) use its best efforts to obtain the required shareholder approval necessary to permit the issuance of such Excess Shares as soon as is reasonably possible, but in any event not later than the 60th day after the event giving rise to such Excess Shares, and shall notify the Purchaser of the reason therefor. The Warrants would be unconvertible and unexercisable or (ii) within five Trading Days after such event, pay cash to such extent until Purchaser, as liquidated damages and unless Stockholder Approval is subsequently obtainednot as a penalty, but shall otherwise remain in full force and effectan amount equal to the number of Excess Shares multiplied by the average Closing Price over the five Trading Days immediately prior to the date of such event or, if greater, the five Trading Days immediately prior to the date of payment (the "Cash Amount"). If Stockholder Approval is the Company elects the first option under the preceding sentence and the Company fails to obtain the required under this Section 4.15shareholder approval on or prior to the 60th day after such event, then within three Trading Days after such 60th day, the Company shall use commercially reasonable efforts pay the Cash Amount to obtainsuch Purchaser, as promptly liquidated damages and not as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximumpenalty.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company shall has not obtained Shareholder Approval (as defined below), then the Company may not issue any Warrant Shares upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with the Shares any shares of Common Stock issued prior to such date of issuanceConversion Date (A) pursuant to any Debentures issued pursuant to the Purchase Agreement and (B) pursuant to any Warrants issued pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the business day Trading Day immediately preceding the Closing Original Issue Date (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on the date of exercise of Warrants any Conversion Date: (a1) the applicable Exercise Conversion Price then in effect is such that the shares issuable upon exercise of the Warrants under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon exercise conversion in full of all then outstanding Warrants Debentures would exceed the Issuable Maximum, and (b2) the Company’s stockholders shareholders shall not have previously approved the issuance of 20% or more of the Company’s capital stock in connection with the transactions contemplated by the Transaction Documents (the “Stockholder Shareholder Approval”), then the Company shall issue to the Purchaser Holder requesting exercise of Warrants a conversion a number of shares of Common Stock equal to such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the Warrants aggregate principal amount of the Debentures (including any accrued interest) then held by such Purchaser Holder for which exercise a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such PurchaserHolder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess SharesPrincipal”), the Company shall be prohibited from issuing converting such Excess SharesPrincipal, and shall notify the Purchaser Holder of the reason therefor. The Warrants would This Debenture shall thereafter be unconvertible and unexercisable to such extent until and unless Stockholder Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect. If Stockholder Approval is required under this Section 4.15, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, Stockholder Approval that is necessary to issue shares of Common Stock in excess of the Issuable Maximum.