Common use of Conversion Limit Clause in Contracts

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible Notes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible Notes or exercise any portion of the Warrants, in excess of that portion of the Convertible Notes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Note and unexercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of this Section 10.3(a), beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3(a). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Notes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured within the greater of the applicable time period specified in either (A) such written notice of Purchaser or (B) Section 12.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes at the Formula Price as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are called for redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of the excess of (i) the Market Value of the Common Stock on the date that the Warrants are redeemed over (ii) the exercise price of the Warrants.

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible Notes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible Notes (or exercise any portion of the Warrants, ) in excess of that portion of the Convertible Notes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Note and unexercised exercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), ) and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Note (or issuable upon exercise the portion of the Warrants Warrants) with respect to which the determination of this determination proviso is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 9.994.9% of the outstanding shares of Common Stock. For purposes of this Section 10.3(a)the first proviso to the immediately preceding sentence, (i) beneficial ownership shall be determined in accordance with Rule 13d-3 Section 13(d)-3 of the Exchange Act and Regulations Regulation 13 D-G thereunder, except as otherwise provided in this Section 10.3(aclause (1) of such proviso and (ii) the Holder may waive the limitations set forth therein by written notice to the Company upon not less than sixty-one (61) days prior notice (with such waiver taking effect only upon the expiration of such 61 day notice period). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Notes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following the occurrence of any Event of Default which is not cured within the greater of the applicable time period specified in either (A) such written notice of Purchaser or (B) Section 12.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes at the Formula Price as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are called for redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of the excess of (i) the Market Value of the Common Stock on the date that the Warrants are redeemed over (ii) the exercise price of the Warrants.. -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 35 (American International Petroleum Corporation) 85478.4

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible Notes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible Notes or exercise any portion of the Warrants, in excess of that portion of the Convertible Notes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Note and unexercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), ) and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 9.99% nine and nine-tenths percent (9.9%) of the outstanding shares of Common Stock. For purposes of this Section 10.3(a), (i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations Regulation 13 D-G thereunderpromulgated under the Exchange Act, except as otherwise provided in this Section 10.3(a) and (ii) the Holder may waive the limitations set forth therein by written notice to the Company upon not less than sixty-one (61) days prior notice (with such waiver taking effect only upon the expiration of such 61 day notice period). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Notes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured within the greater of the applicable time period specified in either (A) such written notice of Purchaser or (B) Section 12.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes at the Formula Price as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are called for redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of the excess of (i) the Market Value of the Common Stock on the date that the Warrants are redeemed over (ii) the exercise price of the Warrants.ARTICLE

Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible Notes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible Notes or exercise any portion of the Warrants, in excess of that portion of the Convertible Notes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Note and unexercised portion of the Warrants, or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.310.1), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 9.994.99% of the outstanding shares of Common Stock. For purposes of this Section 10.3(a10.1(a), beneficial ownership shall be determined in accordance with Rule 13d-3 l3d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3(a10.1(a). The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Notes, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iviii) following fo11owing the occurrence of any Event of Default which is not cured within the greater of of' the applicable time period specified in either (A) such written notice of Purchaser or (B) Section 12.1 11.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes at the Formula Price as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are called for redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of the excess of (i) the Market Value of the Common Stock on the date that the Warrants are redeemed over (ii) the exercise price of the Warrants.

Conversion Limit. (a) Notwithstanding Effective upon execution of this Agreement, notwithstanding the conversion rights under the Convertible Notes Note and the Default Note, if and when issued, and the exercise rights under the Warrants, unless the Purchaser ▇▇▇▇ delivers a waiver as described below in accordance with this Section 2(a), the immediately following sentence, in no event shall the Purchaser be entitled to convert any portion of the Convertible Notes or exercise any portion of the Warrants, in excess of that portion of the Convertible Notes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Note and unexercised portion of the Warrants, or other Derivative Securities convertible Default Note that may be converted into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3)Stock, and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Note or issuable upon exercise the portion of the Warrants with respect that may be exercised for shares of Common Stock, shall in each case be limited (the “Limitation”) to which this determination is being made, would the extent necessary to provide the result in that the beneficial ownership by the Purchaser ▇▇▇▇ and its Affiliates of after giving effect to any such conversion or exercise shall not be more than 9.999.95% of the outstanding shares of Common StockStock of the Company. For purposes of this Section 10.3(a2(a), beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D13D-G thereunderthereunder (the “13D Test”). For purposes of clarity, except the parties acknowledge that the Limitation would have the following effect at the time of any such conversion or exercise by ▇▇▇▇: (i) ▇▇▇▇ shall first total the number of shares of Common Stock then owned by ▇▇▇▇. (ii) ▇▇▇▇ shall add to the amount in subclause (i) above, (A) any shares of Common Stock then owned by any other Affiliate of ▇▇▇▇ and (B) any shares of Common Stock then deliverable to ▇▇▇▇ or its Affiliates upon exercise under new Derivative Securities issued to ▇▇▇▇ after the date hereof unless such Derivative Securities contain a limitation similar to the Limitation specified herein (calculated consistent with the 13D Test). (iii) The sum of the number of shares of Common Stock derived from adding the amounts under subclause (i) and (ii) above is herein referred to as otherwise provided the “▇▇▇▇ long shares.” (iv) The number of actual issued and outstanding shares of Common Stock of the Company shall then be calculated (the “actual outstanding amount”). (v) The portion of the Convertible Note or Default Note that may then be converted and/or the portion of the Warrants that may then be exercisable by ▇▇▇▇ shall be the amount thereof which would result in the issuance (as a result of the conversion or exercise) of shares of Common Stock to ▇▇▇▇ that, when added to the “▇▇▇▇ long shares”, would result in ▇▇▇▇ and its Affiliates owning after the issuance not more than 9.95% of the sum of (A) the “actual outstanding amount” and (B) the number of shares of Common Stock to be issued to ▇▇▇▇ pursuant to the then applicable conversion or exercise (calculated consistent with the 13D Test). Notwithstanding the foregoing, the Limitation set forth in this Section 10.3(a). The foregoing limitation 2(a) shall not apply and shall be of no further force or effect upon the earlier to occur of (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Notes, (ii) immediately preceding and upon any Sale Event, (iiiii) on immediately preceding and upon the Maturity Date or the date ▇▇▇▇ receives a Prepayment Notice from the Company, provided, with respect to the events specified in this subclause (ii), that ▇▇▇▇ has not delivered (A) prior to the Maturity Date or (ivB) after the receipt of a Prepayment Notice, but prior to the date the Convertible Note is scheduled to be repaid pursuant to the Prepayment Notice, in either case, a written notice to the Company stating its intention to continue the Limitation, which Limitation may be continued at ▇▇▇▇’▇ sole discretion either with respect to the Warrants (but not the Convertible Note or a designated portion thereof) or with respect to both the Warrants and the Convertible Note, or either a designated portion thereof or a combination thereof, or (iii) following the occurrence of any Event of Default which is not cured within the greater of time limits applicable thereto, provided, in the applicable time period event specified in either this subclause (iii) that (A) such ▇▇▇▇ delivers a written notice of Purchaser or to the Company stating its intention to void the Limitation and (B) Section 12.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes at the Formula Price as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" such Limitation shall mean the greater of (x) the appraised value of the Warrants terminate on the date they are called for redemption (determined with reference to the "Black Scholes" or similar option pricing model) and (y) the product of the excess of (i) the Market Value of the Common Stock on set forth in such notice, which shall not be earlier than 65 days after the date that the Warrants are redeemed over (ii) the exercise price of the Warrantsdelivery of such notice.