Common use of Trading Market Limitations Clause in Contracts

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion of this Debenture, 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 Conversion Date (A) in connection with any 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), 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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock 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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, Borrower issue upon conversion of or otherwise pursuant to this Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after Debenture and the Original Issue Date and prior to such Conversion Date (A) in connection with any other Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to Agreement more than 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), 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 maximum number of shares of Common Stock that would then be issuable upon conversion in full the Borrower can issue pursuant to any rule of all then outstanding Debentures, would exceed the Issuable Maximum and (2) principal United States securities market on which the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal is then traded (the “Maximum Share Amount”). Once the Maximum Share Amount has been issued (the date of which is hereinafter referred to such Holder's proas the “Maximum Conversion Date”), if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-rata portion (which shall be calculated pursuant regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of issue shares of Common Stock in excess of such Holder's pro-rata portion the Maximum Share Amount (which a “Trading Market Prepayment Event”), in lieu of any further right to convert this Debenture, and in full satisfaction of the Borrower’s obligations under this Debenture, the Borrower shall be calculated pursuant pay to the terms hereofHolder, within fifteen (15) business days of the Issuable Maximum Conversion Date (the "Excess Principal"“Trading Market Prepayment Date”), an amount equal to 130% times the Company shall sum of (a) the then outstanding principal amount of this Debenture immediately following the Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid principal amount of this Debenture to the Trading Market Prepayment Date, plus (c) Default Interest, if any, on the amounts referred to in clause (a) and/or (b) above, plus (d) any optional amounts that may be prohibited from converting such Excess Principal and shall promptly notify added thereto at the Maximum Conversion Date by the Holder in accordance with the terms hereof (the then outstanding principal amount of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture immediately following the Maximum Conversion Date, plus the amounts referred to in clauses (b), (c) and (d) above shall otherwise remain in full force and effectcollectively be referred to as the “Remaining Convertible Amount”).

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined belowin the Purchase Agreement), then the Company may not issue, upon conversion of this Debenture, 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 Conversion Date (A) in connection with any 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 AgreementAgreement would exceed, would exceed until clause (a) of the definition of Shareholder Approval is obtained and deemed effective, 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date and until clause (b) of the definition of Shareholder Approval is obtained and deemed effective, 2,425,135 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement) (such number of shares, the "“Issuable Maximum")”) and would be issued at a discount to the then current market price of the Common Stock. 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), then such Holder's ’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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, Borrower issue upon conversion of or otherwise pursuant to this Debenture, a Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock whichthat the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), when aggregated which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued (the date of which is hereinafter referred to as the “Maximum Conversion Date”), if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount (a “Trading Market Prepayment Event”), in lieu of any further right to convert this Note, and in full satisfaction of the Borrower’s obligations under this Note, the Borrower shall pay to the Holder, within fifteen (15) business days of the Maximum Conversion Date (the “Trading Market Prepayment Date”), an amount equal to 150% times the sum of (a) the then outstanding principal amount of this Note immediately following the Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid principal amount of this Note to the Trading Market Prepayment Date, plus (c) Default Interest, if any, on the amounts referred to in clause (a) and/or (b) above, plus (d) any optional amounts that may be added thereto at the Maximum Conversion Date by the Holder in accordance with the terms hereof (the then outstanding principal amount of this Note immediately following the Maximum Conversion Date, plus the amounts referred to in clauses (b), (c) and (d) above shall collectively be referred to as the “Remaining Convertible Amount”). In the event that the sum of (x) the aggregate number of shares of Common Stock issued on or after upon conversion of this Note and the Original Issue Date and prior to such Conversion Date (A) in connection with any Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants other Notes 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by plus (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), 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 would then be remain issuable upon conversion of this Note and the other Notes issued pursuant to the Purchase Agreement, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Borrower will use its best efforts to seek and obtain Shareholder Approval (or obtain such other relief as will allow conversions hereunder in full excess of all then outstanding Debenturesthe Maximum Share Amount) as soon as practicable following the Triggering Event and before the Maximum Conversion Date. As used herein, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained “Shareholder Approval, then ” means approval by the Company shall issue shareholders of the Borrower to authorize the Holder requesting a conversion a issuance of the full number of shares of Common Stock equal to such Holder's pro-rata portion (which shall would be calculated pursuant to the terms hereof) issuable upon full conversion of the Issuable then outstanding Notes but for the Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock 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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effectShare Amount.

Trading Market Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, Borrower issue upon conversion of or otherwise pursuant to this Debenture, a Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock whichthat the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the Maximum Share Amount), when aggregated which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued (the date of which is hereinafter referred to as the Maximum Conversion Date), if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrowers ability to issue shares of Common Stock in excess of the Maximum Share Amount (a Trading Market Prepayment Event), in lieu of any further right to convert this Note, and in full satisfaction of the Borrowers obligations under this Note, the Borrower shall pay to the Holder, within fifteen (15) business days of the Maximum Conversion Date (the Trading Market Prepayment Date), an amount equal to 150% times the sum of (a) the then outstanding principal amount of this Note immediately following the Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid principal amount of this Note to the Trading Market Prepayment Date, plus (c) Default Interest, if any, on the amounts referred to in clause (a) and/or (b) above, plus (d) any optional amounts that may be added thereto at the Maximum Conversion Date by the Holder in accordance with the terms hereof (the then outstanding principal amount of this Note immediately following the Maximum Conversion Date, plus the amounts referred to in clauses (b), (c) and (d) above shall collectively be referred to as the Remaining Convertible Amount). In the event that the sum of (x) the aggregate number of shares of Common Stock issued on or after upon conversion of this Note and the Original Issue Date and prior to such Conversion Date (A) in connection with any Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants other Notes 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by plus (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), 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 would then be remain issuable upon conversion in full of all then outstanding Debentures, would exceed this Note and the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue other Notes issued pursuant to the Holder requesting a conversion a Purchase Agreement, represents at least one hundred percent (100%) of the Maximum Share Amount (the Triggering Event), the Borrower will use its best efforts to seek and obtain Shareholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event and before the Maximum Conversion Date. As used herein, Shareholder Approval means approval by the shareholders of the Borrower to authorize the issuance of the full number of shares of Common Stock equal to such Holder's pro-rata portion (which shall would be calculated pursuant to the terms hereof) issuable upon full conversion of the Issuable then outstanding Notes but for the Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock 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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effectShare Amount.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion of this Debenture, 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 Conversion Date (A) in connection with any Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants Shares issued pursuant to the Purchase Agreement and (C) in connection with any warrants shares of Common Stock issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.999_________2 shares of Common Stock (subject to adjustment for forward and reverse stock 2 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date date of the Purchase Agreement. 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 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), then such Holder's ’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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below)Approval, then the Company may not issue, issue upon conversion of this Debenture, 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 Conversion Date (A) in connection with pursuant to any Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to the Purchase Agreement and (CB) in connection with any warrants issued pursuant to any registered broker-dealer as a fee in connection with the issuance of the Securities Warrants issued pursuant to the Purchase Agreement, would exceed the lesser of the number of shares of Common Stock authorized under the Company’s Certificate of Incorporation, as amended, or 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), then such Holder's ’s remaining portion of the Issuable Maximum, if any, Maximum shall be allocated pro-rata among the remaining Holders. If, If on any Conversion Date, : (1) the applicable Conversion Price then in effect is such that the shares issuable under this Debenture on such any Conversion Date, Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all then outstanding Debentures, Debentures would exceed the Issuable Maximum Maximum, and (2) Shareholder Approval has not been obtained and deemed effective (the Company shall not have previously obtained “Shareholder Approval”), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price conversion price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 Principal, and shall promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, issue upon conversion exercise of this Debenture, 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 Conversion Date (A) in connection with any Debentures issued otherwise pursuant to this Warrant, the Purchase Agreement, (B) in connection with any other Warrants issued pursuant to the Purchase Agreement and the Shares (Cdefined in the Purchase Agreement) 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 19.999% of Agreement more than the maximum number of shares of Common Stock that the Company can issue pursuant to any rule of the principal securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 19.5% of the total shares outstanding on the Trading Day immediately preceding the Original Issue Closing Date (such number of sharesas defined in the Purchase Agreement), the "Issuable Maximum"). Each Holder shall be entitled subject to a portion of the Issuable Maximum equal equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the quotient obtained by dividing Common Stock occurring after the date hereof. In the event that the sum of (xi) the aggregate principal amount number of shares of Common Stock issued upon exercise of this Warrant, the shares of Common Stock issued upon exercise of the Debenture(s) other Warrants issued pursuant to the Purchase Agreement 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), 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 of Common Stock issued upon conversion of Shares issued pursuant to the Purchase Agreement plus (ii) the aggregate number of shares of Common Stock that would then be remain issuable upon exercise of this Warrant, the shares of Common Stock that remain issuable upon exercise of the other Warrants issued pursuant to the Purchase Agreement and the shares of Common Stock that remain issuable upon conversion in full of all then outstanding DebenturesShares issued pursuant to the Purchase Agreement, would exceed represents at least one hundred percent (100%) of the Issuable Maximum and (2) Share Amount, the Company shall not have previously obtained will use its best efforts to seek and obtain Shareholder Approval (or obtain such other relief as will allow exercises hereunder in excess of the Maximum Share Amount) as soon as practicable. As used herein, “Shareholder Approval, then ” means approval by the shareholders of the Company shall issue to authorize the Holder requesting a conversion a issuance of the full number of shares of Common Stock equal to such Holder's pro-rata portion (which shall would be calculated pursuant to the terms hereof) issuable upon full exercise of the Issuable then outstanding Warrants but for the Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock 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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effectShare Amount.

Trading Market Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, Borrower issue upon conversion of or otherwise pursuant to this Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after Debenture and the Original Issue Date and prior to such Conversion Date (A) in connection with any other Debentures issued pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to Agreement more than 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), 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 maximum number of shares of Common Stock that would then be issuable upon conversion in full the Borrower can issue pursuant to any rule of all then outstanding Debentures, would exceed the Issuable Maximum and (2) principal United States securities market on which the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's pro-rata portion is then traded (the "Maximum Share Amount"), which shall be calculated pursuant 423,603 shares (19.99% of the total shares outstanding on the Issue Date), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the terms Common Stock occurring after the date hereof) . Once the Maximum Share Amount has been issued (the date of which is hereinafter referred to as the Issuable "Maximum andConversion Date"), if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with respect jurisdiction over the Borrower or any of its securities on the Borrower's ability to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of issue shares of Common Stock in excess of the Maximum Share Amount (a "Trading Market Prepayment Event"), in lieu of any further right to convert this Debenture, and in full satisfaction of the Borrower's obligations under this Debenture, the Borrower shall pay to the Holder, within fifteen (15) business days of the Maximum Conversion Date (the "Trading Market Prepayment Date"), an amount equal to 130% times the sum of (a) the then outstanding principal amount of this Debenture immediately following the Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid principal amount of this Debenture to the Trading Market Prepayment Date, plus (c) Default Interest, if any, on the amounts referred to in clause (a) and/or (b) above, plus (d) any optional amounts that may be added thereto at the Maximum Conversion Date by the Holder in accordance with the terms hereof (the then outstanding principal amount of this Debenture immediately following the Maximum Conversion Date, plus the amounts referred to in clauses (b), (c) and (d) above shall collectively be referred to as the "Remaining Convertible Amount"). With respect to each Holder of Debentures, the Maximum Share Amount shall refer to such Holder's pro-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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain share thereof determined in full force and effect.accordance with Section 4.8

Trading Market Limitations. Notwithstanding anything herein to the contrarycontrary contained herein, if the Company has not obtained Shareholder Approval (as defined below)Trading Market is the New York Stock Exchange or any other market or exchange with similar applicable rules, then the Company may not issue, upon conversion of this Debenture, a maximum number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after that the Original Issue Date and prior to such Conversion Date (A) in connection with any Debentures issued Company may issue pursuant to the Purchase Agreement, (B) in connection with any Warrants issued pursuant to Transaction Documents at an effective purchase price less than 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 19.999% of the number of shares of Common Stock outstanding Closing Price on the Trading Day immediately preceding the Original Issue Closing Date equals 19.99% of the outstanding shares of Common Stock immediately preceding the Closing Date (such number of shares, the "Issuable Maximum"), unless the Company obtains stockholder approval in accordance with the rules and regulations of such Trading Market. Each If, at the time any Holder shall be entitled to requests a portion conversion of any of the Debentures, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds 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 if the Company 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, 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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall has not have previously obtained Shareholder Approvalthe required stockholder approval), then the Company shall issue to the Holder requesting a conversion such exercise a number of shares of Common Stock equal to not exceeding such Holder's pro-’s pro rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder (based on such Holder’s share (vis-à-vis other Holders) of the aggregate principal amount purchase price paid under the Purchase Agreement and taking into account any Conversion Shares previously issued to such Holder). For the purposes hereof, "Actual Minimum" shall mean, as of any date, the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance maximum aggregate number of shares of Common Stock then issued or potentially issuable in excess of such Holder's pro-rata portion (which shall be calculated the future pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal")Transaction Documents, the Company shall be prohibited from converting such Excess Principal and shall promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain including any Underlying Shares issuable upon conversion in full force of all Debentures and effectexercise in full of all Warrants, without giving effect to (x) any limits on the number of shares of Common Stock that may be owned by a Holder at any one time, or (y) any additional Underlying Shares that could be issuable as a result of any future possible adjustments.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion or redemption of this DebentureDebenture or in connection with the payment of interest hereon, 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 Conversion Date (A) in connection with any 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), then such Holder's ’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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not issue, issue upon conversion of this Debenture, 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 Conversion Date (A) in connection with pursuant to any Debentures issued pursuant to the Purchase AgreementAgreement or those certain Securities Purchase Agreements dated as of April 18, 2005, as amended, and (B) in connection with pursuant to 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 AgreementAgreements dated as of April 18, 2005, as amended, would exceed 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), then such Holder's ’s remaining portion of the Issuable Maximum, if any, Maximum shall be allocated pro-rata among the remaining Holders. If, If on any Conversion Date, : (1) the applicable Conversion Price then in effect is such that the shares issuable under this Debenture on such any Conversion Date, Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all then outstanding Debentures, Debentures would exceed the Issuable Maximum Maximum, and (2) the Company Company’s shareholders shall not have previously obtained approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Nasdaq National Market, if any (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price conversion price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 Principal, and shall promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, Borrower issue upon conversion of this Debenture, 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 Conversion Date (A) in connection with any Debentures issued otherwise pursuant to this Note and the Purchase Agreement, (B) in connection with any Warrants other Notes 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 more than the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), 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 maximum number of shares of Common Stock that would then be issuable upon conversion in full the Borrower can issue pursuant to any rule of all then outstanding Debentures, would exceed the Issuable Maximum and (2) principal United States securities market on which the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's pro-rata portion is then traded (the "Maximum Share Amount"), which shall be calculated pursuant 19.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the terms Common Stock occurring after the date hereof) . Once the Maximum Share Amount has been issued (the date of which is hereinafter referred to as the Issuable "Maximum andConversion Date"), if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with respect jurisdiction over the Borrower or any of its securities on the Borrower's ability to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of issue shares of Common Stock in excess of the Maximum Share Amount (a "Trading Market Prepayment Event"), in lieu of any further right to convert this Note, and in full satisfaction of the Borrower's obligations under this Note, the Borrower shall pay to the Holder, within fifteen (15) business days of the Maximum Conversion Date (the "Trading Market Prepayment Date"), an amount equal to 130% times the sum of (a) the then outstanding principal amount of this Note immediately following the Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid principal amount of this Note to the Trading Market Prepayment Date, plus (c) Default Interest, if any, on the amounts referred to in clause (a) and/or (b) above, plus (d) any optional amounts that may be added thereto at the Maximum Conversion Date by the Holder in accordance with the terms hereof (the then outstanding principal amount of this Note immediately following the Maximum Conversion Date, plus the amounts referred to in clauses (b), (c) and (d) above shall collectively be referred to as the "Remaining Convertible Amount"). With respect to each Holder of Notes, the Maximum Share Amount shall refer to such Holder's pro-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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain share thereof determined in full force and effect.accordance with Section 4.8

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined belowin the Purchase Agreement), then the Company may not issue, upon conversion of this Debenture, 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 Conversion Date (A) in connection with any 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 AgreementAgreement would exceed, would exceed until clause (a) of the definition of Shareholder Approval is obtained and deemed effective, 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date and until clause (b) of the definition of Shareholder Approval is obtained and deemed effective, such number of shares of Common Stock as would exceed the number of shares of the Company's authorized but unissued Common Stock (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement) (such number of shares, the "“Issuable Maximum")”) and would be issued at a discount to the then current market price of the Common Stock. 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), then such Holder's ’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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion of this Debenture, 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 Conversion Date (A) in connection with any 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (such number of shares, the "“Issuable Maximum"”). Each Holder shall be entitled to allocated 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), then such Holder's ’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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, upon conversion of this Debenture, 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 Conversion Date (A) in connection with any 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (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 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), then such Holder's ’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 would then be issuable upon conversion in full of all then outstanding Debentures, would exceed the Issuable Maximum and (2) the Company shall not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained, but this Debenture shall otherwise remain in full force and effect.

Trading Market Limitations. Notwithstanding anything herein or in any other Transaction Document to the contrary, if the Company has not obtained Shareholder Approval Approval, if required by the applicable rules and regulations of the Trading Market (as defined belowor any successor entity), then the Company may not issue, and shall not issue upon conversion of this DebentureDebenture in excess of 1,871,083 shares of Common Stock, a less the 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 Conversion Date (A) in connection with pursuant to any 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (such number of shares, the "Issuable MaximumISSUABLE MAXIMUM"). Each The 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), then such Holder's remaining portion of the Issuable Maximum, if any, Maximum shall be allocated pro-rata among the remaining Holders. If, If on any Conversion Date, : (1) the applicable Conversion Price then in effect is such that the shares issuable under this Debenture on such any Conversion Date, Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all other then outstanding Debentures, Debentures would exceed the Issuable Maximum Maximum, and (2) the Company shall has not have previously obtained Shareholder Approval, then the Company shall issue to the Holder requesting a conversion a Holder, upon its request to convert this Note (or any part hereof), such number of shares of Common Stock equal to such Holder's its pro-rata portion (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 (including any accrued interest) then held by such Holder it for which a conversion in accordance with the applicable Conversion Price conversion price would result in an issuance of shares of Common Stock in excess of such Holder's its pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess PrincipalEXCESS PRINCIPAL"), the Company shall be prohibited from converting such Excess Principal Principal, and shall promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. The Company shall not have any liability to the Holder, any other holder of Debentures or any other Person, for refusing or otherwise failing to issue any shares of Common Stock if prohibited by this Section 4(c)(i).

Trading Market Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Trading Market (or any successor entity), then the Company may not issue, issue upon conversion of this Debenture, a number the Debentures in excess 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 Conversion Date (A) in connection with any 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 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date, less the number of shares issued prior to such Conversion Date pursuant to any Debentures and less the number of shares issued prior to such Conversion Date pursuant to any Warrants (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 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), then such Holder's ’s remaining portion of the Issuable Maximum, if any, Maximum shall be allocated pro-rata among the remaining Holders. If, If on any Conversion Date, : (1) the applicable Conversion Price then in effect is such that the shares issuable under this Debenture on such any Conversion Date, Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all then outstanding Debentures, Debentures would exceed the Issuable Maximum Maximum, and (2) the Company Company’s shareholders shall not have previously obtained approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Trading Market (or any successor entity), if any (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's ’s pro-rata portion (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 (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable Conversion Price conversion price would result in an issuance of shares of Common Stock in excess of such Holder's ’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 Principal, and shall promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtainedobtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect.