Common use of Trading Market Restrictions Clause in Contracts

Trading Market Restrictions. If the Company has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Trading Market Restrictions. If the Company has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of dividends on the Preferred Stock issued pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 2,724,000, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Purchaser pursuant to its Preferred Stock and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Trading Market Restrictions. If the Company has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of dividends on the Series D Preferred Stock issued pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 19.999% of the number of shares of Common Stock that occur after outstanding on the date of Trading Day immediately preceding the Purchase Agreement Closing Date (such number of shares, the “"ISSUABLE MAXIMUM") If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum”). The Holder Maximum and the holders Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a Warrant exercise such number of Warrant Shares as may be issued below the Issuable Maximum and, with respect to the remainder of the other Warrants issued pursuant to the Purchase Agreement aggregate number of Warrant Shares, this Warrant shall not be exercisable until and unless Shareholder Approval has been obtained. Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) such Holder’s original Subscription Amount the number of shares of Series D Preferred Stock initially purchased by the Holder by (y) the aggregate original Subscription Amount number of shares purchased by all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretionHolders. Such portion shall be adjusted upward ratably in the event a Purchaser all of the shares of Series D Preferred Stock and Warrants initially purchased by any Holder are no longer holds outstanding. If at any Warrants and time (i) the amount number of shares of Common Stock which could, notwithstanding the limitation set forth herein, be issued to all Holders during the following 12 months (assuming all dividends are paid in shares of Common Stock during such Purchaser pursuant period of determination based upon the VWAP at the time of any such determination) equals or exceeds the Issuable Maximum and (ii) Shareholder Approval shall not have been obtained, then the Company shall issue to its Warrants was less than such Purchaser’s the Holder requesting exercise a number of Warrant Shares equal to the Holder's pro-rata share portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum. For avoidance , and with respect to the remainder of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee this Warrant then held by the Holder for which an exercise in connection accordance with the Securities issued applicable Exercise Price would result in an issuance of shares of Warrant Shares in excess of the Holder's pro-rata portion (which shall be calculated pursuant to the Purchase Agreement as described in (Cterms hereof) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum (the "EXCESS WARRANTS"), the Corporation shall be prohibited from converting such Excess Warrants, and shall promptly notify the Holder of the reason therefore. The Excess Warrants shall thereafter be unexercisable to such extent until and unless and until such Shareholder Approval is obtained and effectivesubsequently obtained.

Trading Market Restrictions. If the Company has not obtained Shareholder ApprovalApproval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of interest on the Debentures issued pursuant to the Purchase Agreement, Agreement and (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would either (i): exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 19.999% of the number of shares of Common Stock that occur after outstanding on the date of Trading Day immediately preceding the Purchase Agreement Closing Date (such number of shares, the “Issuable Maximum”) or (ii) the issuance to any particular Holder such that the shares owned by the Holder when added to such shares issuable upon such conversion of the Debenture or exercise of the Warrant would result in Holder owning more than 19.999% of the Company’s outstanding shares as of the date of such proposed issuance (“Nasdaq Change in Control Maximum”). The Holder If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum or Nasdaq Change in Control Maximum and the holders Company shall not have previously obtained the vote of shareholders to approve the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion issuance of shares of Common Stock in excess of the Issuable Maximum equal or Nasdaq Change in Control Maximum pursuant to the product terms hereof (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a Warrant exercise such number of (I) and (II) where (I) is equal to Warrant Shares as may be issued below the Issuable Maximum and (II) is and/or Nasdaq Change in Control Maximum, as applicable, and, with respect to the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) remainder of the aggregate original Subscription Amount number of all holders pursuant to the Purchase Agreement. In additionWarrant Shares, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants this Warrant shall not be allocated any portion of the Issuable Maximum exercisable until and shall be unexercisable unless and until such Shareholder Approval is obtained has been obtained. Notwithstanding the foregoing, the limitations contained in this Section 2(d)(ii) shall not apply at any time, and effectivefrom time to time, that the Common Stock ceases to be listed on a Trading Market.

Trading Market Restrictions. If the Company has not obtained Conversion Price on the date of the Purchase Agreement is less than the closing bid price of the Common Stock on the Trading Market on the Trading Day immediately prior to the Closing Date, then, prior to the 20th day following the mailing by the Corporation to its shareholders of an Information Statement on Schedule 14C relating to Shareholder Approval), if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not issue upon exercise of this Warrant Warrant, a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of dividends on the Preferred Stock issued pursuant to the Purchase Agreement, Agreement and (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 19.999% of the number of shares of Common Stock that occur after outstanding on the date of Trading Day immediately preceding the Purchase Agreement Closing Date (such number of shares, the “Issuable Maximum”). The Holder If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum and the holders Company shall not have previously obtained the vote of shareholders (the “Shareholder Approval”), as may be required by the applicable rules and regulations of the other Warrants issued pursuant Trading Market (or any successor entity) to approve the Purchase Agreement shall be entitled to a portion issuance of shares of Common Stock in excess of the Issuable Maximum equal pursuant to the product terms hereof, then the Company shall issue to the Holder requesting a exercise of (I) and (II) where (I) is equal to this Warrant such number of Warrant Shares as may be issued below the Issuable Maximum and (II) is and, with respect to the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) remainder of the aggregate original Subscription Amount number of all holders pursuant to the Purchase Agreement. In additionWarrant Shares, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants this Warrant shall not be allocated any portion exercisable until 20th day following the mailing by the Corporation to its shareholders of the Issuable Maximum and shall be unexercisable unless and until such an Information Statement on Schedule 14C relating to Shareholder Approval is obtained and effectiveApproval.

Trading Market Restrictions. If the Company has not obtained Shareholder Approval, then the Company may shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of dividends on the Preferred Stock issued pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 1,191,514, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the number of shares of Preferred Stock initially purchased by such Holder’s original Subscription Amount Holder by (y) the aggregate original Subscription Amount number of shares of Preferred Stock initially purchased by all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any shares of Preferred Stock or Warrants and the amount of shares issued to such Purchaser pursuant to its the Preferred Stock and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Trading Market Restrictions. If Notwithstanding anything herein to the contrary, the Company has not obtained Shareholder Approval, then the Company may shall not issue upon exercise of this Warrant a number of to any Holder any shares of Common Stock, whichincluding pursuant to any rights herein, including, without limitation, any exercise rights, to the extent such shares, when aggregated with any added to the number of shares of Common Stock issued (A) pursuant to the Purchase Agreement, upon conversion of any shares of Series A Preferred Stock and (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Securities Purchase Agreement shall would cause the total number of shares of Common Stock then beneficially owned by such Holder and any Persons whose beneficial ownership of Common Stock would be entitled to a portion aggregated with such Holder for purposes of Section 13(d) of the Issuable Maximum equal Securities Exchange Act to exceed 19.999% of the product total number of (I) and (II) where (I) is equal to outstanding shares of Common Stock of the Issuable Maximum and (II) is Company at the quotient obtained by dividing (x) time of such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount issuance, or such greater number of all holders shares of Common Stock permitted pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion corporate governance rules of the Issuable Trading Market that is at the time the principal trading exchange or market for the Common Stock, based upon share volume, as confirmed in writing by counsel to the Company (the “Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubtAggregate Share Amount”), unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee the Company obtains stockholder approval permitting such issuances in connection accordance with the Securities issued pursuant applicable Trading Market rules (“Stockholder Approval”). For purposes of this Section 2(d), beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Share Amount and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Purchase Agreement Holder requesting a Warrant exercise such number of Warrant Shares as described in (C) above shall provide that such warrants may be issued below the Maximum Aggregate Share Amount and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be allocated any portion of the Issuable Maximum exercisable until and shall be unexercisable unless and until such Shareholder Stockholder Approval is obtained and effectivehas been obtained.

Trading Market Restrictions. If the Company has not obtained Conversion Price on the date of the Purchase Agreement is less than the closing bid price of the Common Stock on the Trading Market on the Trading Day immediately prior to the Closing Date, then, prior to the 20th day following the mailing by the Corporation to its shareholders of a Definitive Information Statement on Schedule 14C relating to Shareholder Approval), if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not issue upon exercise of this Warrant Warrant, a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of dividends on the Preferred Stock issued pursuant to the Purchase Agreement, Agreement and (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 19.999% of the number of shares of Common Stock that occur after outstanding on the date of Trading Day immediately preceding the Purchase Agreement Closing Date (such number of shares, the “Issuable Maximum”). The Holder If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum and the holders Company shall not have previously obtained the vote of shareholders (the “Shareholder Approval”), as may be required by the applicable rules and regulations of the other Warrants issued pursuant Trading Market (or any successor entity) to approve the Purchase Agreement shall be entitled to a portion issuance of shares of Common Stock in excess of the Issuable Maximum equal pursuant to the product terms hereof, then the Company shall issue to the Holder requesting a exercise of (I) and (II) where (I) is equal to this Warrant such number of Warrant Shares as may be issued below the Issuable Maximum and (II) is and, with respect to the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) remainder of the aggregate original Subscription Amount number of all holders pursuant to the Purchase Agreement. In additionWarrant Shares, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants this Warrant shall not be allocated any portion exercisable until 20th day following the mailing by the Corporation to its shareholders of the Issuable Maximum and shall be unexercisable unless and until such an Information Statement on Schedule 14C relating to Shareholder Approval is obtained and effectiveApproval.

Trading Market Restrictions. If the Company has not obtained Shareholder ApprovalApproval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the Purchase Agreement, Agreement and (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 19.999% of the number of shares of Common Stock that occur after outstanding on the date of Trading Day immediately preceding the Purchase Agreement Closing Date (such number of shares, the “Issuable Maximum”). The Holder If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum and the holders Company shall not have previously obtained the vote of shareholders to approve the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion issuance of shares of Common Stock in excess of the Issuable Maximum equal pursuant to the product terms hereof (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a Warrant exercise the Holder’s pro-rata portion of (I) and (II) where (I) is equal to such number of Warrant Shares as may be issued below the Issuable Maximum and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable until and (II) is the quotient obtained by dividing (x) such unless Shareholder Approval has been obtained. The Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any number of Warrant Shares initially issuable hereunder divided by the number of Warrant Shares initially issuable upon exercise of all Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that Agreement. If any of such warrants shall not be allocated Warrants have been fully exercised prior to any adjustment to the Exercise Price, then the pro-rata portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effectivethe number of Warrant Shares issuable under this Warrant divided by the number of Warrant Shares issuable upon exercise of all other outstanding Warrants.

Trading Market Restrictions. If the Company has not obtained Shareholder ApprovalApproval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of interest on the Debentures issued pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 either, as to clause (a) of the definition of Shareholder Approval, 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Closing Date and, as to clause (b) of the definition of Shareholder Approval, such number of shares of Common Stock as would exceed the number of shares of the Company's authorized but unissued Common Stock (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations splits and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement like (such number of shares, the “Issuable Maximum”). The Holder If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum and the holders Company shall not have previously obtained the vote of shareholders to approve the issuance of shares of Common Stock or increase the authorized capital of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion Company in excess of the Issuable Maximum equal pursuant to the product terms hereof (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a Warrant exercise such number of (I) and (II) where (I) is equal to Warrant Shares as may be issued below the Issuable Maximum and (II) is and, with respect to the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) remainder of the aggregate original Subscription Amount number of all holders pursuant to the Purchase Agreement. In additionWarrant Shares, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants this Warrant shall not be allocated any portion of the Issuable Maximum exercisable until and shall be unexercisable unless and until such Shareholder Approval is obtained and effectivehas been obtained.

Trading Market Restrictions. If the Company has not obtained Shareholder ApprovalApproval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) upon conversion of or as payment of interest on the Debentures issued pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 either, as to clause (a) of the definition of Shareholder Approval, 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Closing Date and, as to clause (b) of the definition of Shareholder Approval, _________ shares of Common Stock (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations splits and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement like (such number of shares, the “Issuable Maximum”). The Holder If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum and the holders Company shall not have previously obtained the vote of shareholders to approve the issuance of shares of Common Stock or increase the authorized capital of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion Company in excess of the Issuable Maximum equal pursuant to the product terms hereof (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a Warrant exercise such number of (I) and (II) where (I) is equal to Warrant Shares as may be issued below the Issuable Maximum and (II) is and, with respect to the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) remainder of the aggregate original Subscription Amount number of all holders pursuant to the Purchase Agreement. In additionWarrant Shares, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants this Warrant shall not be allocated any portion of the Issuable Maximum exercisable until and shall be unexercisable unless and until such Shareholder Approval is obtained and effectivehas been obtained.

Trading Market Restrictions. If the Company has not obtained Shareholder ApprovalApproval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the Purchase Agreement, Agreement and (B) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions 19.999% of the number of shares of Common Stock that occur after outstanding on the date of Trading Day immediately preceding the Purchase Agreement Closing Date (such number of shares, the “"Issuable Maximum”"). The Holder If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum and the holders Company shall not have previously obtained the vote of shareholders to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "Shareholder Approval"), then the Company shall issue to the Holder requesting a Warrant exercise such number of Warrant Shares as may be issued below the Issuable Maximum and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable until and unless Shareholder Approval has been obtained. Unless Shareholder Approval has been obtained and deemed effective, the Company shall not make any issuance whatsoever of Common Stock or Common Stock Equivalents which would cause any adjustment of the Exercise Price to the extent the holder of this Warrant and other Warrants warrants issued pursuant to the Purchase Agreement shall would not be entitled permitted to a portion of exercise their respective warrants in full, ignoring for such purposes the Issuable Maximum equal to the product of (I) conversion or exercise limitations herein and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreementtherein. In addition, the Holder Company shall use its commercially reasonable efforts to hold a special meeting of shareholders (which may allocate its pro-rata portion also be at the annual meeting of shareholders) at the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in earliest practical date after the event a Purchaser no longer holds any Warrants and date the amount number of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued Common Stock issuable pursuant to the Purchase Agreement as described in on a fully exercised basis (Cignoring for such purposes any exercise limitations therein) above shall provide exceeds 15% of the issued and outstanding shares of Common Stock on the Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of the Company's Board of Directors that such warrants proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not be allocated any portion obtain Shareholder Approval at the first meeting, the Company shall use its commercially reasonable efforts to call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the Issuable Maximum and shall be unexercisable unless and until such date Shareholder Approval is obtained and effectiveor the Preferred Stock is no longer outstanding.

Trading Market Restrictions. If the Company has not obtained Shareholder ApprovalApproval (as defined below), then the Company may not issue upon exercise of this Warrant a in the aggregate, in excess of 19.999% of the number of shares of Common StockStock outstanding on the Trading Day immediately preceding the Closing Date, which, when aggregated with less any shares of Common Stock issued (A) pursuant to the Purchase Agreement, (B) Debentures or upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the Securities pursuant to the Purchase Agreement, would exceed 8,387,3111 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “"Issuable Maximum”"). If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Issuable Maximum and the Company shall not have previously obtained the vote of shareholders (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of the Trading Market (or any successor entity) to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof, then the Company shall issue to the Holder requesting a Warrant exercise such number of Warrant Shares as may be issued below the Issuable Maximum and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable until and unless Shareholder Approval has been obtained. Notwithstanding anything herein to the contrary, until Shareholder Approval is obtained, the Company shall fairly apportion the shares of Common Stock available under the Issuable Maximum to the Holders pro-rata based on each Holder's original principal amount of Debentures purchased ("Pro-Rata Allocation"). The Holder shall have the sole and the holders of the other Warrants issued pursuant absolute discretion in determining, within its Pro-Rata Allocation, whether to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effectivereceive Conversion Shares or Warrant Shares.