Common use of Conversion Limitations Clause in Contracts

Conversion Limitations. (a) In no event shall a Holder be permitted to convert any Preferred Shares in excess of the number of such shares, upon the Conversion of which, the number of Conversion Shares to be issued pursuant to such Conversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares and all prior exercises of the Warrants, to the extent the issuance of the Warrants is deemed to constitute issuance of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without Stockholder Approval (as defined below) in compliance with the continued listing requirements of the Nasdaq National Market to the extent such requirements are applicable to the Corporation (the "Cap Amount"); ---------- provided, however, if and whenever any Holder's Cap Allocation Amount (as defined below) represents less than one hundred and seventy-five percent (175%) of (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible or exercisable at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into which such Holder has previously ---- converted Preferred Shares or such Holder's ability to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amount, the Corporation shall seek such Stockholder Approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which such Holder's ability to convert all or any portion of the Preferred Shares is so limited, but in any case within ninety (90) days following such first Business Day, and the Corporation shall recommend such approval to its stockholders at such special meeting. To the extent any Holder's ability to convert all or any portion of the Preferred Shares is limited by such requirements of Nasdaq National Market and until the Stockholder Approval is obtained, no Holder shall be issued, upon Conversion of the Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares held by the Holder and the denominator of which is the aggregate amount of all of the Preferred Shares with respect to which the Cap Amount applies (the "Cap Allocation Amount"). In the event that --------------------- any Holder shall sell or otherwise transfer any of its Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by the stockholders of the Corporation of the issuance of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent (20%) of the outstanding shares of Common Stock and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess of the Cap Amount and for all other purposes. (b) Notwithstanding anything to the contrary contained herein, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. For the purposes of this Section 5(b), beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunder. For clarification, it is expressly a term of the Preferred Shares that the limitations contained in this Section 5(b) shall apply to each successive Holder. The restriction contained in this Section 5(b) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock and the Holders of a majority of the outstanding Preferred Shares approve such alteration, amendment, deletion or change.

Conversion Limitations. (aA) In no event shall a Holder be permitted Notwithstanding anything herein to convert the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any Preferred Shares successor entity), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of 19.999% of the number of such sharesOrdinary Shares outstanding on the Trading Day immediately preceding the Original Issue Date, upon the Conversion of which, the number of Conversion Shares to be issued pursuant to such Conversion, when added to less the number of shares of Common Stock issued prior to the applicable Conversion Date upon exercise of any Warrants issued pursuant to all prior Conversions the Purchase Agreement (such number of Preferred Shares and all prior exercises shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Warrants, Issuable Maximum equal to the extent quotient obtained by dividing (x) the issuance aggregate principal amount of the Warrants is deemed Debenture(s) issued and sold to constitute issuance such Holder on the Original Issue Date by (y) the aggregate principal amount of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, all Debentures issued and sold by the Holders thereofCompany 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 any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of Ordinary Shares that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the maximum number of shares of Common Stock issuable Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Corporation without Stockholder Approval (Transaction Documents, as defined below) in compliance with may be required by the continued listing requirements applicable law or applicable rules and regulations of the Nasdaq National Principal Market to the extent such requirements are applicable to the Corporation (or any successor entity), if any (the "Cap AmountShareholder Approval"); ---------- provided, however, if and whenever any then the Company shall issue to the Holder requesting a conversion a number of Ordinary Shares equal to such Holder's Cap Allocation Amount pro-rata portion (as defined below) represents less than one hundred and seventy-five percent (175%which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (Aincluding any accrued interest) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible for which a conversion in accordance with the applicable conversion price would result in an issuance of Ordinary Shares in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or exercisable at the Conversion Price then is otherwise not required, but this Debenture shall otherwise remain in effect (without regard to any restrictions or limitations on such conversion) plus full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion; provided, however, such percentage shall be 9.99% for purposes of a Forced Conversion Shares into which such Holder has previously ---- converted Preferred Shares or such Holder's ability to convert all or any portion under Section 4(b)(iv) only. For purposes of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amountforegoing sentence, the Corporation shall seek such Stockholder Approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which such Holder's ability to convert all or any portion of the Preferred Shares is so limited, but in any case within ninety (90) days following such first Business Day, and the Corporation shall recommend such approval to its stockholders at such special meeting. To the extent any Holder's ability to convert all or any portion of the Preferred Shares is limited by such requirements of Nasdaq National Market and until the Stockholder Approval is obtained, no Holder shall be issued, upon Conversion of the Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Ordinary Shares held beneficially owned by the Holder and its affiliates shall include the denominator number of which is the aggregate amount Ordinary Shares issuable upon conversion of all of the Preferred Shares this Debenture with respect to which the Cap Amount applies (the "Cap Allocation Amount"). In the event that --------------------- any Holder shall sell or otherwise transfer any of its Preferred Shares, the transferee shall be allocated a pro rata portion determination of such Holder's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares whichsentence is being made, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and but shall exclude the number of Conversion Ordinary Shares actually issued to such Holder shall which would be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by the stockholders of the Corporation of the issuance of shares of Common Stock issuable upon (A) conversion of the Preferred Shares pursuant to remaining, nonconverted portion of this Debenture beneficially owned by the terms hereof in the aggregate in excess of twenty percent (20%) of the outstanding shares of Common Stock and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation Holder or any of its securities on the Corporation's ability to issue shares of Common Stock in excess affiliates and (B) exercise or conversion of the Cap Amount and for all unexercised or nonconverted portion of any other purposes. securities of the Company (bincluding, without limitation, any other Debentures or the Warrants) Notwithstanding anything subject to a limitation on conversion or exercise analogous to the contrary limitation contained herein, each Preferred Share shall not be convertible into Common Stock herein beneficially owned by the Holder to or any of its affiliates. Except as set forth in the extent (but only to the extent) thatpreceding sentence, if convertible by the Holder, the Holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. For the for purposes of this Section 5(b4(a)(ii), beneficial ownership and all determinations and calculations shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunderAct. For clarification, it is expressly a term of To the Preferred Shares extent that the limitations limitation contained in this Section 5(bsection applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall apply to each successive be in the sole discretion of such Holder. The restriction contained To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this Section 5(b) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock paragraph and the Holders Company shall have no obligation to verify or confirm the accuracy of a majority of the outstanding Preferred Shares approve such alteration, amendment, deletion or change.such

Conversion Limitations. In order to effect the FPI Protection Restriction, each holder of Multiple Voting Shares will be subject to the 40% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of the initial issuance of the Multiple Voting Shares and thereafter at the end of each of the Corporation’s subsequent fiscal quarters (aeach, a “Determination Date”), calculated as follows: X = [(A x 0.4) In no event - B] x (C/D) Where on the Determination Date: X = Maximum Number of Subordinate Voting Shares Available For Issue upon Conversion of Multiple Voting Shares by a holder. A = The Number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares issued and outstanding on the Determination Date. B = Aggregate number of Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares held of record, directly or indirectly, by U.S. Residents on the Determination Date. C = Aggregate number of Multiple Voting Shares held by holder on the Determination Date. D = Aggregate number of all Multiple Voting Shares on the Determination Date. For purposes of this subsection (g)(iii), the Board of Directors (or a committee thereof) shall designate an officer of the Corporation to determine as of each Determination Date: (A) the 40% Threshold and (B) the FPI Protective Restriction. Within thirty (30) days of the end of each Determination Date (a Holder be permitted “Notice of Conversion Limitation”), the Corporation will provide each holder of record a notice of the FPI Protection Restriction and the impact the FPI Protective Provision has on the ability of each holder to exercise the right to convert any Preferred Multiple Voting Shares held by the holder. To the extent that requests for conversion of Multiple Voting Shares subject to the FPI Protection Restriction would result in excess of the 40% Threshold being exceeded, the number of such shares, upon the Conversion of which, the number of Conversion Multiple Voting Shares to eligible for conversion held by a particular holder shall be issued pursuant to such Conversion, when added prorated relative to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Multiple Voting Shares and all prior exercises of the Warrants, to the extent the issuance of the Warrants is deemed to constitute issuance of a security exchangeable submitted for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without Stockholder Approval (as defined below) in compliance with the continued listing requirements of the Nasdaq National Market to the extent such requirements are applicable to the Corporation (the "Cap Amount"); ---------- provided, however, if and whenever any Holder's Cap Allocation Amount (as defined below) represents less than one hundred and seventy-five percent (175%) of (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible or exercisable at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into which such Holder has previously ---- converted Preferred Shares or such Holder's ability to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amount, the Corporation shall seek such Stockholder Approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which such Holder's ability to convert all or any portion of the Preferred Shares is so limited, but in any case within ninety (90) days following such first Business Day, and the Corporation shall recommend such approval to its stockholders at such special meeting. To the extent any Holder's ability to convert all or any portion of the Preferred Shares is limited by such requirements of Nasdaq National Market and until the Stockholder Approval is obtained, no Holder shall be issued, upon Conversion of the Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares held by the Holder and the denominator of which is the aggregate amount of all of the Preferred Shares with respect to which the Cap Amount applies (the "Cap Allocation Amount"). In the event that --------------------- any Holder shall sell or otherwise transfer any of its Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by the stockholders of the Corporation of the issuance of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent (20%) of the outstanding shares of Common Stock and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess of the Cap Amount and for all other purposes. (b) Notwithstanding anything to the contrary contained herein, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. For the purposes of this Section 5(b), beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunder. For clarification, it is expressly a term of the Preferred Shares that the limitations FPI Protective Restriction contained in this Section 5(b(g) applies, the determination of whether Multiple Voting Shares are convertible shall apply to each successive Holder. The restriction contained be in this Section 5(b) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority sole discretion of the outstanding shares of Common Stock and the Holders of a majority of the outstanding Preferred Shares approve such alteration, amendment, deletion or changeCorporation.

Conversion Limitations. (a) In no event shall a Holder be permitted to convert any Preferred Shares in excess of the number of such shares, upon the Conversion of which, : (a) the number of Conversion Shares to be issued pursuant to such Conversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares and all prior exercises of the Warrants, to the extent the issuance of the Warrants is deemed to constitute issuance of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without Stockholder Approval (as defined below) stockholder approval in compliance with the continued listing requirements of either the Nasdaq National or SmallCap Market to the extent such requirements are applicable to the Corporation (the "Cap --- Amount"); ---------- provided, however, if and whenever except that such limitation shall not apply in the event that (i) the ------ Corporation obtains the approval of the holders of a majority of the Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder's Holder whose Cap Allocation Amount (as defined below) represents less than one hundred and seventy-five percent (175%) of (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible or exercisable at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into which ---- such Holder has previously ---- converted Preferred Shares or shall have the right to require the Corporation, upon written notice to such Holder's ability effect, to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amount, the Corporation shall seek such Stockholder Approval approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which Corporation's receipt of such Holder's ability to convert all or any portion of the Preferred Shares is so limitednotice, but in any case within ninety (90) days following such first Business Dayreceipt, and the Corporation shall to recommend such approval to its stockholders at such special meeting. To ) or (ii) the extent any Holder's ability to convert all or any portion Holders of a majority of the number of Preferred Shares then outstanding obtain an opinion of counsel reasonably satisfactory to the Corporation that such approval is limited by not required. Until such requirements of Nasdaq National Market and until the Stockholder Approval approval or opinion is obtained, no Holder purchaser of Preferred Shares pursuant to the Exchange Agreement (each, a "Purchaser" and together the --------- "Purchasers") shall be issued, upon Conversion of the Preferred Shares, ---------- Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares held by ----- issued to such Purchaser pursuant to the Holder Exchange Agreement and the denominator of which is the aggregate amount of all of the Preferred Shares with respect issued to which the Cap Amount applies Purchasers pursuant to the Exchange Agreement (the "Cap Allocation Amount"). In --------------------- the event that --------------------- any Holder Purchaser shall sell or otherwise transfer any of its such Purchaser's Preferred Shares, the transferee shall be allocated a pro rata portion of such HolderPurchaser's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by the stockholders of the Corporation of the issuance of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent (20%) of the outstanding shares of Common Stock and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess of the Cap Amount and for all other purposes. (b) Notwithstanding anything to the contrary contained herein, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. For the purposes of this Section 5(b), beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunder. For clarification, it is expressly a term of the Preferred Shares that the limitations contained in this Section 5(b) shall apply to each successive Holder. The restriction contained in this Section 5(b) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock and the Holders of a majority of the outstanding Preferred Shares approve such alteration, amendment, deletion or change.Cap

Conversion Limitations. (a) In no event shall a Holder be permitted to convert any Preferred Shares in excess of the number of such shares, upon the Conversion of which, : (a) the number of Conversion Shares to be issued pursuant to such Conversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares and all prior exercises of the Warrants, to the extent the issuance of the Warrants is deemed to constitute issuance of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without Stockholder Approval (as defined below) stockholder approval in compliance with the continued listing requirements of either the Nasdaq National or SmallCap Market to the extent such requirements are applicable to the Corporation (the "Cap --- Amount"); ---------- provided, however, if and whenever except that such limitation shall not apply in the event that (i) the ------ Corporation obtains the approval of the holders of a majority of the Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder's Holder whose Cap Allocation Amount (as defined below) represents less than one hundred and seventy-five percent (175%) of (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible or exercisable at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into ---- which such Holder has previously ---- converted Preferred Shares or shall have the right to require the Corporation, upon written notice to such Holder's ability effect, to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amount, the Corporation shall seek such Stockholder Approval approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which Corporation's receipt of such Holder's ability to convert all or any portion of the Preferred Shares is so limitednotice, but in any case within ninety (90) days following such first Business Dayreceipt, and the Corporation shall to recommend such approval to its stockholders at such special meeting. To ) or (ii) the extent any Holder's ability to convert all or any portion Holders of a majority of the number of Preferred Shares then outstanding obtain an opinion of counsel reasonably satisfactory to the Corporation that such approval is limited by not required. Until such requirements of Nasdaq National Market and until the Stockholder Approval approval or opinion is obtained, no Holder purchaser of Preferred Shares pursuant to the Exchange Agreement (each, a "Purchaser" and together the --------- "Purchasers") shall be issued, upon Conversion of the Preferred Shares, ----------- Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares held by ----- issued to such Purchaser pursuant to the Holder Exchange Agreement and the denominator of which is the aggregate amount of all of the Preferred Shares with respect issued to which the Cap Amount applies Purchasers pursuant to the Exchange Agreement (the "Cap Allocation Amount"). In --------------------- the event that --------------------- any Holder Purchaser shall sell or otherwise transfer any of its such Purchaser's Preferred Shares, the transferee shall be allocated a pro rata portion of such HolderPurchaser's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by ; or (b) (x) the stockholders of the Corporation of the issuance number of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent beneficially owned by such Holder (20%) of the outstanding other than shares of Common Stock and, if necessary, issuable upon conversion of such Preferred Shares or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the elimination limitation contained in this paragraph 5(b)) plus (y) the number of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess issuable upon the ---- Conversion of the Cap Amount and for all other purposes. (b) Notwithstanding anything to the contrary contained hereinsuch Preferred Shares, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than equal to or exceed (z) 4.99% of the number of shares of Common StockStock which would be issued and outstanding upon such conversion. For the purposes of this Section 5(b)As used herein, beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable the rules and regulations thereunder. For clarificationTo the extent that the limitation contained in this paragraph applies (and without limiting any rights the Corporation may otherwise have), it is expressly the Corporation may rely on the Holder's determination of whether Preferred Shares are convertible pursuant to the terms hereof, the Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a term of Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Preferred Shares that specified therein are convertible pursuant to the limitations contained in this Section 5(b) shall apply to each successive Holderterms hereof. The restriction contained in this Section 5(b) This paragraph may not be altered, amended, deleted or changed in any manner whatsoever unless amended by all of the Holders of Preferred Shares then outstanding only with the consent of the holders of a majority of the outstanding shares of Common Stock and then outstanding. Nothing contained herein shall be deemed to restrict the Holders right of a majority of the outstanding Holder to convert Preferred Shares approve at such alteration, amendment, deletion or changetime as the Conversion thereof will not violate the provisions of this paragraph 5(b).

Conversion Limitations. (a) In no event shall a Holder be permitted i. [as to convert any Preferred Shares in excess of Debentures issued at First Closing only] Issuable Maximum. Notwithstanding anything herein to the number of such sharescontrary, upon prior to the Conversion of whichdate the Charter Amendment is effective, the number Company has reserved an aggregate of Conversion Shares to be 225,000,000 shares of Common Stock for issuance (A) in connection with any Debentures issued pursuant to such Conversion, when added the Purchase Agreement and (B) in connection with any Warrants issued pursuant to the Purchase Agreement (such number of shares, the “Issuable Maximum”). Prior to the date the Charter Amendment is effective, 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) and Warrants, then such Holder’s remaining portion of the Issuable Maximum, if any, shall be allocated pro-rata among the remaining Holders. If, on any Conversion Date, (1) the applicable Conversion Price is such that the shares issuable under this Debenture on such Conversion Date, together with the aggregate number of shares of Common Stock that have been issued pursuant to all upon prior Conversions of Preferred Shares and all prior exercises conversion or exercise of the Debentures and Warrants, to the extent the issuance of the Warrants is deemed to constitute issuance of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereofas applicable, would exceed the maximum Issuable Maximum and (2) the Charter Amendment is not effective, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock issuable by equal to such Holder’s pro-rata portion (which shall be calculated pursuant to the Corporation without Stockholder Approval (as defined belowterms hereof) in compliance with the continued listing requirements of the Nasdaq National Market Issuable Maximum and, with respect to the extent such requirements are applicable to remainder of the Corporation (aggregate principal amount of the "Cap Amount"); ---------- provided, however, if and whenever any Holder's Cap Allocation Amount (as defined below) represents less than one hundred and seventy-five percent (175%) of (A) the number of Conversion Shares into which the Preferred Shares Debentures then held by such Holder are convertible or exercisable at for which a conversion in accordance with the applicable Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into which such Holder has previously ---- converted Preferred Shares or such Holder's ability to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a would result of such Cap Amount, the Corporation shall seek such Stockholder Approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which such Holder's ability to convert all or any portion of the Preferred Shares is so limited, but in any case within ninety (90) days following such first Business Day, and the Corporation shall recommend such approval to its stockholders at such special meeting. To the extent any Holder's ability to convert all or any portion of the Preferred Shares is limited by such requirements of Nasdaq National Market and until the Stockholder Approval is obtained, no Holder shall be issued, upon Conversion of the Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares held by the Holder and the denominator of which is the aggregate amount of all of the Preferred Shares with respect to which the Cap Amount applies (the "Cap Allocation Amount"). In the event that --------------------- any Holder shall sell or otherwise transfer any of its Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by the stockholders of the Corporation of the issuance of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent (20%) of the outstanding shares of Common Stock and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess of the Cap Amount and for all other purposes. such Holder’s pro-rata portion (b) Notwithstanding anything which shall be calculated pursuant to the contrary contained herein, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. For the purposes of this Section 5(b), beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(dterms hereof) of the Securities Exchange Act of 1934Issuable Maximum (the “Excess Principal”), as amended, the Company shall be prohibited from converting such Excess Principal and all applicable rules and regulations thereunder. For clarification, it is expressly a term shall promptly notify the Holder of the Preferred Shares that reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless the limitations contained Charter Amendment is subsequently approved, but this Debenture shall otherwise remain in this Section 5(b) shall apply to each successive Holderfull force and effect. The restriction contained Holder shall be entitled, in this Section 5(b) may not be alteredits sole discretion, amended, deleted or changed in any manner whatsoever unless the holders of a majority to allocate its pro-rata portion of the outstanding shares of Common Stock Issuable Maximum among Debentures and the Holders of a majority of the outstanding Preferred Shares approve such alteration, amendment, deletion or changeWarrants held by it.]

Conversion Limitations. (a) In no event shall a Holder be permitted to convert any Series C Preferred Shares in excess of the number of such shares, upon the Conversion of which, : (a) the number of Conversion Shares to be issued pursuant to such Conversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Series C Preferred Shares, issuances of Dividend Payment Shares and all prior exercises of the Warrants, to the extent the issuance exercise of the Warrants is deemed to constitute issuance of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereof, would exceed 19.99% of the maximum number of outstanding shares of Common Stock issuable by on the Corporation without Stockholder Approval Purchase Date (as defined subject to equitable adjustments from time to time for the events described in Section 5 below) in compliance with the continued listing requirements of the Nasdaq National Market to the extent such requirements are applicable to the Corporation (the "Cap Amount"); ---------- provided, however, if and whenever any Holder's Cap Allocation Amount except that such limitation shall not apply in the event that (as defined below) represents less than one hundred and seventy-five percent (175%) of (Ai) the number Corporation obtains the approval of Conversion Shares into its shareholders as required by NASD Rule 4460 (or any successor rule or regulation) for issuances of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Corporation that such approval is not required, which opinion shall be reasonably satisfactory to the Holders of a majority of the Series C Preferred Shares then held by such Holder are convertible or exercisable at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into which such Holder has previously ---- converted Preferred Shares or such Holder's ability to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amount, the Corporation shall seek such Stockholder Approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which such Holder's ability to convert all or any portion of the Preferred Shares is so limited, but in any case within ninety (90) days following such first Business Day, and the Corporation shall recommend outstanding. Until such approval to its stockholders at such special meeting. To the extent any Holder's ability to convert all or any portion of the Preferred Shares is limited by such requirements of Nasdaq National Market and until the Stockholder Approval written opinion is obtained, no Holder purchaser of Series C Preferred Shares pursuant to the Securities Purchase Agreement (each, a "Purchaser" and, collectively, the "Purchasers") shall be issued, upon Conversion of the Series C Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Series C Preferred Shares held by issued to such Purchaser pursuant to the Holder Securities Purchase Agreement and the denominator of which is the aggregate amount of all of the Series C Preferred Shares with respect issued to which the Cap Amount applies Purchasers pursuant to the Securities Purchase Agreement (the "Cap Allocation Amount"). In the event that --------------------- any Holder Purchaser shall sell or otherwise transfer any of its such Purchaser's Series C Preferred Shares, the transferee shall be allocated a pro rata portion of such HolderPurchaser's Cap Allocation Amount. In the event that any Holder converts shall convert all of such Holder's Series C Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Series C Preferred Shares on a pro rata basis in proportion to the number of Series C Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by the stockholders of the Corporation of the issuance of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent (20%) of the outstanding shares of Common Stock and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess of the Cap Amount and for all other purposes. (b) Notwithstanding anything to the contrary contained herein, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. For the purposes of this Section 5(b), beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunder. For clarification, it is expressly a term of the Preferred Shares that the limitations contained in this Section 5(b) shall apply to each successive Holder. The restriction contained in this Section 5(b) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock and the Holders of a majority of the outstanding Preferred Shares approve such alteration, amendment, deletion or change.;

Conversion Limitations. (a) In no event shall a Holder be permitted to convert any Preferred Shares in excess of the number of such shares, upon the Conversion of which, : (a) the number of Conversion Shares to be issued pursuant to such Conversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares and all prior exercises of the Warrants, to the extent the issuance of the Warrants is deemed to constitute issuance of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without Stockholder Approval (as defined below) stockholder approval in compliance with the continued listing requirements of the Nasdaq National SmallCap Market to the extent such requirements are applicable to the Corporation (the "Cap Amount"); ---------- provided, however, if and whenever except that such limitation shall not apply in the event that (i) the Corporation obtains the approval of the holders of a majority of the Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder's Holder whose Cap Allocation Amount (as defined below) represents less than one hundred and seventy-five percent (175%) or less of (A) the number of Conversion Shares and Warrant Shares into which the Preferred Shares and Warrants then held by such Holder are convertible or exercisable at the Conversion Price or the Exercise Price, as the case may be, then in effect (without regard to any restrictions or limitations on such conversionconversion or exercise) plus (B) the number of Conversion Shares and Warrant Shares into which such Holder has previously ---- converted Preferred Shares or and exercised the Warrants, respectively, shall have the right to require the Corporation, upon written notice to such Holder's ability effect, to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amount, the Corporation shall seek such Stockholder Approval approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which Corporation's receipt of such Holder's ability to convert all or any portion of the Preferred Shares is so limitednotice, but in any case within ninety (90) days following such first Business Dayreceipt, and the Corporation shall to recommend such approval to its stockholders at such special meeting. To ) or (ii) the extent any Holder's ability to convert all or any portion Holders of a majority of the number of Preferred Shares then outstanding (or, if no Preferred Shares are outstanding, the holders of Warrants exercisable into majority of the Warrant Shares then issuable) obtain an opinion of counsel reasonably satisfactory to the Corporation that such approval is limited by not required. Until such requirements of Nasdaq National Market and until the Stockholder Approval approval or opinion is obtained, no Holder purchaser of Preferred Shares pursuant to the Securities Purchase Agreement (each, a "Purchaser" and together the "Purchasers") shall be issued, upon Conversion of the Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares held by issued to such Purchaser pursuant to the Holder Securities Purchase Agreement and the denominator of which is the aggregate amount of all of the Preferred Shares with respect issued to which the Cap Amount applies Purchasers pursuant to the Securities Purchase Agreement (the "Cap Allocation Amount"). In the event that --------------------- any Holder Purchaser shall sell or otherwise transfer any of its such Purchaser's Preferred SharesShares or Warrants, the transferee shall be allocated a pro rata portion of such HolderPurchaser's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares and Warrants into a number of Conversion Shares and Warrant Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares and Warrant Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by ; or (b) (x) the stockholders of the Corporation of the issuance number of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent beneficially owned by such Holder (20%) of the outstanding other than shares of Common Stock and, if necessary, issuable upon conversion of such Preferred Shares or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the elimination limitation contained in this paragraph 5(b)) plus (y) the number of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess issuable upon the Conversion of the Cap Amount and for all other purposes. (b) Notwithstanding anything to the contrary contained hereinsuch Preferred Shares, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than equal to or exceed (z) 4.99% of the number of shares of Common StockStock then issued and outstanding. For the purposes of this Section 5(b)As used herein, beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable the rules and regulations thereunder. For clarificationTo the extent that the limitation contained in this paragraph applies (and without limiting any rights the Corporation may otherwise have), it is expressly the Corporation may rely on the Holder's determination of whether Preferred Shares are convertible pursuant to the terms hereof, the Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a term of Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Preferred Shares that specified therein are convertible pursuant to the limitations contained in this Section 5(b) shall apply to each successive Holderterms hereof. The restriction contained in this Section 5(b) This paragraph may not be altered, amended, deleted or changed in any manner whatsoever unless amended by all of the Holders of Preferred Shares then outstanding only with the consent of the holders of a majority of the outstanding shares of Common Stock and then outstanding. Nothing contained herein shall be deemed to restrict the Holders right of a majority of the outstanding Holder to convert Preferred Shares approve at such alteration, amendment, deletion or changetime as the Conversion thereof will not violate the provisions of this paragraph 5(b).