Common use of Issuance Limitations Clause in Contracts

Issuance Limitations. Notwithstanding anything herein to the contrary, 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 on or after the Issue Date and prior to such Exercise Date in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement would exceed 16,318,709 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement, would exceed 16,318,709 3,228,174 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock Debentures and Warrants was less than such the Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company Corporation has not obtained Shareholder Approval, then the Company Corporation may not issue, upon exercise conversion of this Warrantthe Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) to any party under the terms of the Contribution Agreement, (ii) in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement Contribution Agreement, (iii) in connection with the exercise of any Warrants issued pursuant to the Contribution Agreement, (iv) in connection with the conversion of the Payout Notes (as defined in the Contribution Agreement), and (v) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Contribution Agreement, would exceed 16,318,709 [________]1 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’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 Contribution Agreement as described in clause (iv) 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.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with any exercise of this Warrant or the conversion of Preferred Stock any Notes issued pursuant to the Purchase Agreement Agreement, and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement, would exceed 16,318,709 _______2 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Note by (y) the aggregate Stated Value original principal amount of all Preferred Stock Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Notes or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock Notes and Warrants was less than such the Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company shares of Common Stock shall be traded on a national securities exchange and the Corporation has not obtained Shareholder Approval, then the Company Corporation may not issue, upon exercise conversion of either the principal amount of, or Interest thereon, this WarrantNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with any exercise of this Warrant or the conversion of Preferred Stock any Notes issued pursuant to the Purchase Agreement Exchange Agreement, and (ii) in connection with the conversion of the Class B Preferred Stock, would exceed 16,318,709 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Note by (y) the aggregate Stated Value original principal amount of all Preferred Stock Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Notes and shares of Class B Preferred Stock and Warrants was less than such the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that shares of Common Stock issued to and then held by the Holder as a result of conversions of Notes shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date in connection with any exercise of this Warrant or the conversion of Preferred Stock any Notes issued pursuant to the Purchase Agreement Agreement, would exceed 16,318,709 5,731,335 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each The Company shall reserve and each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Note by (y) the aggregate Stated Value original principal amount of all Preferred Stock Notes issued on the Original Issue Date to all Holders. In additionthe event that the Company is prohibited from issuing shares of Common Stock pursuant to this Section 4(e) (the “Exchange Cap Shares”), each the Company shall pay cash in exchange for the cancellation of such shares of Common Stock at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the VWAP on the Trading Day immediately preceding the date such Exchange Cap Shares would otherwise be required to be delivered to the Holder may allocate its prohereunder and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other out-rata portion of-pocket expenses, if any, of the Issuable Maximum among Preferred Stock and Warrants held by it Holder incurred in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximumconnection therewith.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement (ii) in connection with the exercise of any Series E-3, E-4 and E-7 Warrants issued pursuant to the Purchase Agreement, would exceed 16,318,709 9,179,9051 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures and such Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or such Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock Debentures and such Warrants was less than such the Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company Corporation has not obtained Shareholder Stockholder Approval, then the Company Corporation may not issue, upon exercise conversion of this Warrantthe Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the applicable Original Issue Date and prior to such Exercise Conversion Date in connection with any exercise of this Warrant or conversion of Preferred Stock or other securities issued pursuant to the Purchase Agreement Agreement, would exceed 16,318,709 56,891,673 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original aggregate Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement Agreement, would exceed 16,318,709 8,096,296 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants Debentures and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock and Warrants Debentures was less than such the Holder’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 shall provide that such warrants shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement, and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 16,318,709 1 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock Debentures and Warrants was less than such the Holder’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 clause (iii) 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.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture (including pursuant to Section 5(c)), a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement Agreement, would exceed 16,318,709 3,366,307 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its Each Holder’s 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 that a Holder no longer holds any Preferred Stock or Warrants Debentures and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock and Warrants Debentures was less than such the Holder’s pro-rata share of the Issuable Maximum. 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 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.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company Corporation has not obtained Shareholder ApprovalApproval (as defined below), then the Company Corporation may not issue, upon exercise conversion of this Warrantthe Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Date in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement Conversion Date, would exceed 16,318,709 3,744,2092 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum. "Shareholder Approval" means the affirmative vote of the holders of the Corporation's capital stock by the required vote under the Delaware General Corporation Law and NASDAQ Listing Rule 5635, and any successor thereto, or any similar rule of any other stock exchange on which the Common Stock may be listed, as applicable, to approve the conversion of the Preferred Stock described herein pursuant to the such rule.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approvalapproval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by this Warrant, including the issuance of all of the Warrant Shares in excess of 19.99% of the issued and outstanding shares of Common Stock on the Commencement Date, 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 on or after the Issue Commencement Date and prior to such Exercise Date in connection with any the exercise of this Warrant or conversion of Preferred Stock any other warrants issued pursuant to the Purchase Credit Agreement would exceed 16,318,709 11,648,359 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each The Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value aggregate number of such Holder’s Preferred Stock Warrant Shares held by the Holder by (y) the aggregate Stated Value of all Preferred Stock Warrant Shares issued on the Original Issue Commencement Date to all Holders. In addition, each Holder may allocate its pro-rata portion holders of warrants issued in connection with 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable MaximumCredit Agreement.”

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion or redemption of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with the conversion or redemption of any exercise of this Warrant or Debentures issued pursuant to the Purchase Agreement and (ii) in connection with the conversion of any Preferred Stock issued pursuant to the Purchase Agreement would exceed 16,318,709 5,339,221 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Debentures and Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Debentures or Preferred Stock or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Debentures and Preferred Stock and Warrants was less than such the Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement would exceed 16,318,709 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock and Warrants Debentures held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants Debentures and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock and Warrants Debentures was less than such the Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of this Warrant or conversion of Preferred Stock any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any Warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 16,318,709 1,176,467 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on or after the Original Issue Date to all Holdersholders of Debentures. In addition, each Holder holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such Holder the holder pursuant to such Holderthe holder’s Preferred Stock Debentures and Warrants was less than such Holderthe holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company Corporation has not obtained Shareholder Approval, then the Company Corporation may not issue, upon exercise conversion of this Warrantthe Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement Agreement, that would exceed 16,318,709 1,193,058 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, 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 on or after the Issue Date and prior to such Exercise Date in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement Warrant, would exceed 16,318,709 19.99% of the shares of Common Stock then outstanding (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock Subscription Amount by (y) the aggregate Stated Value Subscription Amount of all Preferred Common Stock issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Common Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Common Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Common Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of this Warrant or conversion of Preferred Stock any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any Warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 16,318,709 841,726 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock Debentures and Warrants was less than such the Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement and (ii) in connection with the issuance of Shares issued pursuant to the Purchase Agreement, would exceed 16,318,709 _______4 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of Holders (except for Crystal Group for the Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretionreasons described below). Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants Debentures and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock and Warrants Debentures was less than such the Holder’s pro-rata share of the Issuable Maximum. Notwithstanding the foregoing, the Debenture held by Crystal Group or its successors, assigns or transferees shall not be allocated any portion of the Issuable Maximum and shall not be convertible into shares of Common Stock unless and until Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with any exercise of this Warrant or the conversion of Preferred Stock any Debentures issued pursuant to the Purchase Agreement and (ii) in connection with the issuance of Shares issued pursuant to the Purchase Agreement, would exceed 16,318,709 _______ 4 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the ““ Issuable MaximumMaximum ”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of Holders (except for Crystal Group for the Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretionreasons described below). Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants Debentures and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock and Warrants Debentures was less than such the Holder’s pro-rata share of the Issuable Maximum. Notwithstanding the foregoing, the Debenture held by Crystal Group or its successors, assigns or transferees shall not be allocated any portion of the Issuable Maximum and shall not be convertible into shares of Common Stock unless and until Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of this Warrant or conversion of Preferred Stock any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any Shares issued pursuant to the Purchase Agreement, would exceed 16,318,709 25,874,400 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “"Issuable Maximum”"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock 's Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures, Shares and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock 's Debentures, Shares and Warrants was less than such the Holder’s 's pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of this Warrant or conversion of Preferred Stock any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 16,318,709 8,104,000 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock Debentures and Warrants was less than such the Holder’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 clause (iii) 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.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (i) in connection with the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of this Warrant or conversion of Preferred Stock any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any Shares issued pursuant to the Purchase Agreement, would exceed 16,318,709 21,468,429 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value principal amount of such the Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures, Shares and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such the Holder pursuant to such the Holder’s Preferred Stock Debentures, Shares and Warrants was less than such the Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise conversion of this WarrantDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Conversion Date (A) in connection with any exercise of this Warrant or conversion of Preferred Stock Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 16,318,709 6,340,084 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). 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) the original Stated Value principal amount of such Holder’s Preferred Stock Debenture by (y) the aggregate Stated Value original principal amount of all Preferred Stock Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock Debentures or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock Debentures and Warrants was less than such Holder’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.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company Corporation has not obtained Shareholder ApprovalApproval (as defined below), then the Company Corporation may not issue, upon exercise conversion of this Warrantthe Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Date in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement Conversion Date, would exceed 16,318,709 3,744,209 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum. “Shareholder Approval” means the affirmative vote of the holders of the Corporation’s capital stock by the required vote under the Delaware General Corporation Law and NASDAQ Listing Rule 5635, and any successor thereto, or any similar rule of any other stock exchange on which the Common Stock may be listed, as applicable, to approve the conversion of the Preferred Stock described herein pursuant to the such rule.

Issuance Limitations. Notwithstanding anything herein to the contrary, if until such time as the Company Corporation has not obtained Shareholder Approval, then the Company Corporation may not issue, issue upon exercise of this Warrant, Warrant a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Exercise Date exercise date (i) in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement and (ii) in connection with the prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement would exceed 16,318,709 19.99% of the shares of Common Stock outstanding as of the date of the Purchase Agreement (which 19.99%, for the avoidance of doubt, is equal to 21,585,623 shares of Common Stock), subject to adjustment for forward and reverse stock splits, recapitalizations and the like) like (such number of shares, the “Issuable Maximum”). Each The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion percentage of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company Corporation has not obtained Shareholder Approval, then the Company Corporation may not issue, upon exercise conversion of this Warrantthe Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Issue Date and prior to such Exercise Date in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement which would exceed 16,318,709 _______2 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each 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 Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’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 clause (iii) 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.