August 11, 2014 Uses in Limitation On Delivery of Shares Clause

Limitation On Delivery of Shares

Limitation On Delivery of Shares. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Issuer be required to deliver Shares in connection with the Transaction in excess of 485,732 (the Capped Number). The Capped Number shall only be subject to adjustment on account of (x) Potential Adjustment Events of the type specified in (1) Section 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions as long as, in the case of this sub-clause (2), such event is within Issuers control and (y) Merger Events that result from corporate action of the Issuer. Issuer represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the Available Shares). In the event Issuer shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 8(i) (the resulting deficit, the Deficit Shares), Issuer shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, a number of Shares equal to 40% of (A) (i) any Shares that are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to the Trade Date that become no longer so reserved or (iii) unissued Shares that Issuer additionally authorizes that are not reserved for other transactions less (B) the number of such Shares (if any) deliverable in respect of the Base Issuer Warrant Transaction dated August 11, 2014 (the Base Warrant Transaction). Issuer shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. Issuer shall not, until Issuers obligations under the Transaction have been satisfied in full, use any Shares that become available for potential delivery to Dealer as a result of any of the foregoing events for the settlement or satisfaction of any transaction or obligation other than the Transaction or the Transaction under the Base Warrant Transaction or reserve any such Shares for future issuance for any purpose other than to satisfy Issuers obligations to Dealer under the Transaction or the Transaction under the Base Warrant Transaction. Notwithstanding anything to the contrary herein or in the Definitions or the Agreement, any Payment Obligation shall, for all purposes, be calculated without regard to the provisions set forth under this Section 8(i); provided that the number of Shares deliverable pursuant to Section 8(a) above (if applicable) shall not exceed the applicable Capped Number.

Limitation On Delivery of Shares

Limitation On Delivery of Shares. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Issuer be required to deliver Shares in connection with the Transaction in excess of 728,598 (the Capped Number). The Capped Number shall only be subject to adjustment on account of (x) Potential Adjustment Events of the type specified in (1) Section 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions as long as, in the case of this sub-clause (2), such event is within Issuers control and (y) Merger Events that result from corporate action of the Issuer. Issuer represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the Available Shares). In the event Issuer shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 8(i) (the resulting deficit, the Deficit Shares), Issuer shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, a number of Shares equal to 60% of (A) (i) any Shares that are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to the Trade Date that become no longer so reserved or (iii) unissued Shares that Issuer additionally authorizes that are not reserved for other transactions less (B) the number of such Shares (if any) deliverable in respect of the Base Issuer Warrant Transaction dated August 11, 2014 (Transaction Ref No. OTC-US-31725) (the Base Warrant Transaction). Issuer shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. Issuer shall not, until Issuers obligations under the Transaction have been satisfied in full, use any Shares that become available for potential delivery to Dealer as a result of any of the foregoing events for the settlement or satisfaction of any transaction or obligation other than the Transaction or the Transaction under the Base Warrant Transaction or reserve any such Shares for future issuance for any purpose other than to satisfy Issuers obligations to Dealer under the Transaction or the Transaction under the Base Warrant Transaction. Notwithstanding anything to the contrary herein or in the Definitions or the Agreement, any Payment Obligation shall, for all purposes, be calculated without regard to the provisions set forth under this Section 8(i); provided that the number of Shares deliverable pursuant to Section 8(a) above (if applicable) shall not exceed the applicable Capped Number.