Leak Out Clause Samples

Leak Out. Each Purchaser agrees that, on each Trading Day, it shall not sell, transfer, trade or otherwise dispose of its Underlying Shares or other shares of Common Stock in an amount exceeding 20% of the Common Stock sold based on the greater of the preceding or current Trading Day. Notwithstanding the foregoing, (i) each Purchaser shall be entitled to sell $3,500 of Common Stock per Trading Day and (ii) shall be allowed to sell 20% of the aggregate trading volume for such Trading Day and the 4 prior consecutive Trading Days so long as on no single day the Purchaser shall be entitled to sell more than 50% of the trading volume of the Common Stock for such Trading Day.

Leak Out. The Buyer’s sale of the Conversion Shares, on each respective Trading Day during the Leak Out Period (as defined in this Agreement), shall be limited to the greater of (i) a gross dollar amount of $20,000.00 or (ii) 20% of the Daily Dollar Volume (as defined in this Agreement) on the respective Trading Day (the “Leak Out”). “Leak Out Period” shall mean the period beginning on the date of this Agreement and ending on the date that an Event of Default (as defined in the Note) occurs under the Note. “Daily Dollar Volume” shall mean, with respect to each Trading Day, the total volume of shares of the Common Stock traded on the respective Trading Day (including pre-market and after-market trades) as reported by Nasdaq or other quotation service provider designated by the Buyer multiplied by the VWAP (as defined in the Note) of the Common Stock on the respective Trading Day as reported by Nasdaq or other quotation service provider designated by the Buyer. The Company may at any time, at its option by giving irrevocable written notice to the Buyer, permit the Buyer’s sales of the Conversion Shares during the Leak Out Period to no longer be subject to the Leak Out.

Leak Out. So long as no Event of Default has occurred, the Buyer agrees that the aggregate number of shares of Conversion Share and/or Inducement Shares that may be sold or otherwise transferred by the Buyer (taking into account sales and other transfers: (a) directly from the Buyer, (b) the Buyer’s affiliates, and (c) any holder of such shares previously sold or otherwise transferred to such holder by the Buyer after the Closing Date) shall not exceed the greater of (i) ten percent (10%) of the average daily trading volume for the previous thirty (30) Trading Days of the Common Stock as reported by the OTC Markets Group if the Common Stock is quoted over-the-counter, or by Bloomberg L.P. if the Common Stock is traded on an exchange, and (ii) in any calendar month, an amount equal to $35,000.00 of principal and or interest due and owing converted under the Note.

Leak Out. The Subscriber hereby agrees that, for a period commencing on the date of this Agreement, and expiring on the date that the Subscriber does not beneficially own any Securities (the “Restricted Period”), Subscriber will not sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) in any 90 day period more than 1% of the total outstanding shares of common stock of the Company as of the end of such 90 day period. The Subscriber agrees that the Company may have stop transfer instructions placed with the Company’s transfer agent against transfer of shares held by Subscriber except in compliance with this Section 7. The Company may waive the limitations set forth in this Section 7 at any time in its sole discretion.

Leak Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the Securities under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and the Holder agree that: (i) Commencing the date of this Agreement, subject to any applicable Regulations, the Holder shall be entitled to receive the Securities, and sell the Securities, in accordance with the restrictions contained under Section 2(b) (the “Leak Out”). The Leak Out will remain in effect so long as any remain outstanding, unless otherwise expressly extended in writing by the Holder (the “Leak Out Period”), at which time the Holder shall no longer be subject to the Leak Out restrictions, and shall be entitled to convert or exercise the Securities, as applicable, as the Holder in their sole discretion may determine. In the event the Company terminates, reduces, waives or otherwise modifies any of the restrictions set forth in any other Leak-Out Agreement executed and delivered on or about the date hereof, then the Holder under this Agreement shall be entitled to the same modification of its restrictions hereunder. (ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, the Holder shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations. (iii) The Company shall facilitate any conversion notice received from the Holder, and shall cause to be issued such shares, as contained in such conversion notice on a timely basis, as provided for in the respective Security. (b) Commencing on the date of this Agreement, subject to any applicable Regulations, each Holder agrees, on behalf of itself and each affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Holder which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Holder’s investments or trading or information concerning the Holder’s investments, including in respect of the Securities, or (z) is subject to the Holder’s review or input concerning such affiliate’s investments or trading (collectively, the “Trading Affiliates”), that, on any trading day during the Leak Out Period, the Holder will not, and will cause each of its Trading Affiliates not to, sell, dispose or otherwise transfer, in the aggregate, more than 20% of the composite dai...

Leak Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and the Holders agree that: (i) Commencing the date of this Agreement (the “Leak Out Date”), subject to any applicable Regulations, each Holder shall be entitled to convert and sell the Series C Preferred, pursuant to the terms of the Series C Preferred, in not more than a principal amount equal to the greater of (a) 10% of the average daily dollar volume of the Company’s Common Stock traded during the prior trading week, per calendar week, or 10% of the volume on any given day of trading for that trading period (which, in either case, such sum upon completion of each conversion shall be deducted from the then outstanding Remaining Principal Balance), (the “Weekly Allotment”), until November 1, 2015, unless otherwise extended by the Holders, at which time the Holders shall no longer be subject to the Weekly Allotment restrictions, and shall be entitled to convert and sell the then Remaining Principal Balance, as the Holders in its sole discretion may elect pursuant to the terms of the Series C Preferred. (ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, the Holders shall no longer be subject to the Weekly Allotment restrictions, subject to any applicable Regulations (the period during which each Holder is limited as to the weekly volume it is entitled to sell pursuant to this Agreement, the “Leak-Out Period”). (iii) The Company shall facilitate any Conversion Notice received from the Holders, and shall cause to be issued such shares, as contained in the Conversion Notice on a timely basis, as provided for in the Series C Preferred. (b) During the Leak-Out Period, all shares of Series C Preferred that have been converted into Common Stock but not sold may be sold on a cumulative basis, meaning that if each Holder did not sell all of the shares of Common Stock that Holder was entitled to sell during any particular week, that Holder may cumulate and/or sell the unconverted or unsold portion of that week’s Weekly Allotment with or carry such amount over to the next week’s Weekly Allotment, and so on.

Leak Out. All shares of Common Stock issued pursuant to this Agreement may be liquidated at a daily rate of no more than 5% of the preceding 5-day average volume of the Company’s Common Stock on any given trading day.

Leak Out. The Subscriber hereby agrees that, for a period commencing on the date of this Agreement, and expiring on the date that the Subscriber does not beneficially own any Securities (the “Restricted Period”), Subscriber will not sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), shares of common stock of the Company, in an amount more than 1% of the Monthly Trading Volume of the common stock as reported by Bloomberg, LP for the applicable Date of Determination. The “

Leak Out. On any given Business Day, in the event that the closing price of the Common Stock on the immediately preceding Business Day is lower than the Minimum Price, the Investor shall not sell Commitment Shares on that Business Day equal to more than ten percent (10%) of that day’s trading volume of the Common Stock.