Common use of Capital Raising Limitations Clause in Contracts

Capital Raising Limitations. During the period from the date of this Agreement until the date that is sixty (60) days after the Termination Date, the Company shall not issue or sell, or agree to issue or sell Equity Securities (as defined below), for cash in private capital raising transactions without obtaining the prior written approval of the Investor of the Offering (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations"). For purposes hereof, the following shall be collectively referred to herein as, the "Equity Securities": (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering. Notwithstanding the above, the Company may issue and sell up to $3 million worth of Equity Securities in any 12 month period following the date hereof, without the prior written approval of the Investor, so long as such Equity Securities are sold at no more than a 20% discount to the market price of the Company's Common Stock at the time of closing of such transaction, and so long as such Equity Securities are not Variable Equity Securities (as defined below). For purposes hereof, the following shall be collectively referred to herein as, the "Variable Equity Securities": any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (i) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (ii) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security or upon the occurrence of specified contingent events directly or indirectly related to the business of the Company or the market for the Common Stock.

Capital Raising Limitations. During Notwithstanding anything to the period from the date of this Agreement until the date that is sixty (60) days after the Termination Datecontrary herein, if the Company shall not issue or sell, or agree to issue or sell issues any Variable Equity Securities (as defined below)) anytime after the date hereof having a value in excess of $250,000, for cash in private capital raising transactions without obtaining the prior written approval of Company shall not be entitled to deliver a Put Notice to the Investor and the Investor shall not be required to purchase any Put Shares so long as any portion of the Offering such Variable Equity Securities (the limitations referred to in this subsection 6.5.1 are collectively referred to as the "Capital Raising Limitations")defined below) remain outstanding. For purposes hereof, the following shall be collectively referred to herein as, the "“Equity Securities"”: (i) Common Stock or any other equity securities, (ii) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or other equity securities, or (iii) any securities of the Company pursuant to an equity line structure or format similar in nature to this Offering. Notwithstanding the above, the Company may issue and sell up to $3 million worth of Equity Securities in any 12 month period following the date hereof, without the prior written approval of the Investor, so long as such Equity Securities are sold at no more than a 20% discount to the market price of the Company's Common Stock at the time of closing of such transaction, and so long as such Equity Securities are not Variable Equity Securities (as defined below). For purposes hereof, the following shall be collectively referred to herein as, the "“Variable Equity Securities"”: any debt or equity securities Equity Securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (i) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (ii) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security or upon the occurrence of specified contingent events directly or indirectly related to the business of the Company or the market for the Common Stock.