Common use of Number of Shares Issuable upon Exercise Clause in Contracts

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by the Holder or issuable upon exercise of the option held by the Holder and 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The limitation described in this Section 1.1 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and Txxxxx Ventures, Inc., or upon 65 days prior notice to the Company.

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “"Exercise Notice”"), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by the Holder or issuable upon exercise of the option held by the Holder and 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The limitation described in this Section 1.1 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and Txxxxx Xxxxxx Ventures, Inc., or upon 65 days prior notice to the Company.

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “"Exercise Notice”"), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by the such Holder or issuable upon exercise of the option held by the such Holder and 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The limitation described in this Section 1.1 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and Txxxxx VenturesThomas Ventuxxx, Inc., or upon 65 days prior notice to the Company.

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “"Exercise Notice”"), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by the such Holder or issuable upon exercise of the option held by the such Holder and 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The limitation described in this Section 1.1 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and Txxxxx VenturesThomas Vexxxxxx, Inc., or upon 65 days prior notice to the Company.

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by the such Holder or issuable upon exercise of the option held by the such Holder and 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The limitation described in this Section 1.1 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and Txxxxx Ventures, Inc., or upon 65 days prior notice to the Company.

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by the Holder or issuable upon exercise of the option held by the Holder and 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The limitation described in this Section 1.1 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement Secured Term Note, dated as of the date hereof among the Holderhereof, by the Company and Txxxxx Ventures, Inc., in favor of the Holder or upon 65 days prior notice to the Company.

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which would exceed the difference between the number of shares of Common Stock beneficially owned by the Holder or issuable upon exercise of the option held by the Holder and 9.99% of the outstanding shares of Common Stock of the Company. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The limitation described in this Section 1.1 shall automatically become null and void without any notice to the Company upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and Txxxxx Xxxxxx Ventures, Inc., or upon 65 days prior notice to the Company.

Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Datehereof, the Holder shall be entitled to receive, upon exercise of this Warrant Option in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “"Exercise Notice”"), shares of Common Stock of the CompanyParent, subject to adjustment pursuant to Section 4. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to exercise convert pursuant to the terms of this Warrant Option an amount that would be convertible into that number of shares of Common Stock Conversion Shares which would exceed the difference between (i) 4.99% of the issued and outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder, issuable to the Holder or issuable upon exercise of the option held by Warrants and issuable to the Holder and 9.99% upon exercise of the outstanding shares of Common Stock of the CompanyOptions. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 1.1 shall automatically become null and void without any following notice to the Company Parent upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default under and as defined in that certain Security and Purchase Agreement dated as of the date hereof among the Holder, the Company and Txxxxx Ventures, Inc.Default, or upon 65 75 days prior notice to the CompanyParent, except that at no time shall the number of shares of Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding shares of Common Stock. Notwithstanding anything contained herein to the contrary, the provisions of this Section 1.1 are irrevocable and may not be waived by the Holder or the Parent.