Common use of Principal Market Regulation Clause in Contracts

Principal Market Regulation. Unless permitted by the applicable rules and regulations of the Principal Market, the Company shall not issue any shares of Common Stock upon conversion of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Note without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”). Notwithstanding the foregoing, such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder. In the event that any Holder shall sell or otherwise transfer any of such Holder’s Note, the Exchange Cap restrictions set forth herein shall continue to apply to the Note and such transferee.

Principal Market Regulation. Unless permitted by the applicable rules and regulations of the Principal Market, the The Company shall not be obligated to issue any shares of Common Stock upon conversion exercise of this Note Warrant if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Note Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”). Notwithstanding the foregoing, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the HolderRequired Holders. In Notwithstanding anything in this Warrant to the event that any Holder shall sell or otherwise transfer any of such Holder’s Notecontrary, the Exchange Cap restrictions set forth herein Company shall continue be entitled to apply to treat the Note registered holder of this Warrant as such appears in its records, as the owner of this Warrant for all purposes; provided that such records are kept current using a reasonably satisfactory and customary method intended for such transfereepurpose.

Principal Market Regulation. Unless permitted by the applicable rules and regulations of the Principal Market, the Company shall not issue any shares of Common Stock upon conversion of this Note Warrant Shares if the issuance of such shares of Common Stock Warrant Shares would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Note Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”). Notwithstanding the foregoing, such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder. In the event that any Holder shall sell or otherwise transfer any of such Holder’s NoteWarrant, the Exchange Cap restrictions set forth herein shall continue to apply to the Note Warrant and such transferee.

Principal Market Regulation. Unless permitted by the applicable rules and regulations of the Principal Market, the The Company shall not be obligated to issue any shares Subsequent Exchanged Shares upon the exchange of Common Stock any of the Remainder Warrant and the Holder shall not have the right to receive upon conversion exchange of this Note any of the Remainder Warrant any Subsequent Exchanged Shares, if the issuance of such shares of Common Stock Subsequent Exchanged Shares would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) exchange of the Note Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”). Notwithstanding the foregoing, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the HolderHolders. In the event that any Until such approval or written opinion is obtained, no Holder shall sell or otherwise transfer any be issued a number of such Holder’s Note, Subsequent Exchanged Shares in an amount greater than the Exchange Cap restrictions set forth herein shall continue to apply to the Note and such transfereeCap.