Common use of NASDAQ Approval Clause in Contracts

NASDAQ Approval. The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

NASDAQ Approval. The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the SecuritiesConversion Shares, or an exemption from NASDAQ's corporate governance rules as they may apply to the SecuritiesConversion Shares, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the The Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date Company and Purchaser determine that such filing is necessary ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety sixty days after the Trigger Proxy Filing Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

NASDAQ Approval. The Company and the Purchaser Subscriber agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQNasdaq's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser Subscriber that NASDAQNasdaq's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market ("the "Approval") upon the conversion of the NotesNotes and exercise of the Warrants, the Purchaser each Subscriber may not receive upon conversion of the Notes more than the number of common shares designated on the Signature Page hereto ("Section 7 Shares"). The Company represents that this number of Company Shares together with the aggregate of such amounts designated for all investors in the Initial Offering is not greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the The Company covenants to use its best efforts to obtain the Approval required Approval, if required, pursuant to the NASDAQNasdaq's corporate governance rules to allow conversion of all the Notes and interest thereonthereon and exercise of all the Warrants. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before the sooner of (i) the next filing made by the Company pursuant to Section 14(a) of the 1934 Act or (ii) thirty days after the Trigger Date Approval becomes necessary for the Company to be able to issue, without limitation or violation of the Nasdaq's corporate governance rules, all the shares issuable upon conversion of the Notes and exercise of the Warrants ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety one hundred and twenty (120) days after the Trigger Proxy Filing Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted in compliance with Nasdaq's corporate governance rules, due to the Company's failure to obtain such the Approval. Anything to the contrary in this Section 7(n) notwithstanding, there shall be no limitation on the amount of Notes that may be converted by the Subscriber and the amount of Company Shares that may be issued upon conversion of the Notes provided the Subscriber elects a Conversion Price (as defined in the Note) equal to the closing bid price of the Common Stock on the Closing Date. At any meeting at which the Company's shareholders will vote on the Approval, Company Shares issued upon conversion of the Notes may be counted for the purpose of obtaining a quorum but may not be voted on the Approval resolution. From and after the date that the number of shares issuable upon conversion of the outstanding Note principal together with the Shares already issued upon conversion of the Notes exceeds 19.9% of the Common Stock outstanding on the Closing Date, the Warrants may not be exercised unless and until the Approval is obtained.

NASDAQ Approval. The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap NASDAQ National Market (the "ApprovalAPPROVAL") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the The Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereonthereon upon written request of the Purchaser (the "TRIGGER DATE"). The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing DatePROXY FILING DATE"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval DateAPPROVAL DATE"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval DefaultAPPROVAL DEFAULT") shall be deemed an Event of Default under the Note, but only to the extent the Notes Note and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

NASDAQ Approval. The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap NASDAQ National Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the The Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereonthereon upon written request of the Purchaser (the "TRIGGER DATE"). The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing DatePROXY FILING DATE"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval DateAPPROVAL DATE"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval APPROVAL Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes Note and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

NASDAQ Approval. The Company and the Purchaser Purchasers agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser Purchasers that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the each Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.99.95% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 .47 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Closing Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

NASDAQ Approval. The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap National Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 .30 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to use its best efforts to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to use its best efforts to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to use its best efforts to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent that the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

NASDAQ Approval. The Company and the Purchaser Subscriber agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQNasdaq's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser Subscriber that NASDAQNasdaq's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market ("the "Approval") upon the conversion of the NotesNotes and exercise of the Warrants, the Purchaser each Subscriber may not receive upon conversion of the Notes more than the number of common shares designated on the Signature Page hereto ("Section 7 Shares"). The Company represents that this number of Company Shares together with the aggregate of such amounts designated for all investors in the Initial Offering is not greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the The Company covenants to use its best efforts to obtain the Approval required Approval, if required, pursuant to the NASDAQNasdaq's corporate governance rules to allow conversion of all the Notes and interest thereonthereon and exercise of all the Warrants. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before the sooner of (i) the next filing made by the Company pursuant to Section 14(a) of the 1934 Act or (ii) thirty days after the Trigger Date first day on which the Approval becomes necessary for the Company to be able to issue, without limitation or violation of the Nasdaq's corporate governance rules, all the shares issuable upon conversion of the Notes and exercise of the Warrants ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety one hundred and twenty (120) days after the Trigger Proxy Filing Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted in compliance with Nasdaq's corporate governance rules, due to the Company's failure to obtain such the Approval. Anything to the contrary in this Section 7(n) notwithstanding, there shall be no limitation on the amount of Notes that may be converted by the Subscriber and the amount of Company Shares that may be issued upon conversion of the Notes provided the Subscriber elects a Conversion Price (as defined in the Note) equal to the closing bid price of the Common Stock on the Closing Date. At any meeting at which the Company's shareholders will vote on the Approval, Company Shares issued upon conversion of the Notes may be counted for the purpose of obtaining a quorum but may not be voted on the Approval resolution. From and after the date that the number of shares issuable upon conversion of the outstanding Note principal together with the Shares already issued upon conversion of the Notes exceeds 19.9% of the Common Stock outstanding on the Closing Date, the Warrants may not be exercised unless and until the Approval is obtained.

NASDAQ Approval. The Company Borrower and the Purchaser Holder agree that until the Company Borrower either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser Holder that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the CompanyBorrower's common stock from the SmallCap National Market (the "Approval") upon the conversion of the Notes, the Purchaser Holder may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of CompanyBorrower's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company The Borrower covenants to use its best efforts to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes this Note and interest thereonthereon within 90 days of written request by the Holder (the "Trigger Date"). The Company Borrower further covenants to use its best efforts to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company Borrower further covenants to use its best efforts to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The CompanyBorrower's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the CompanyBorrower's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent that the Notes Note and interest thereon that may not be converted due to the CompanyBorrower's failure to obtain such Approval.

NASDAQ Approval. The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap NASDAQ National Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the The Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereonthereon upon written request of the Purchaser (the "Trigger Date"). The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes Note and interest thereon that may not be converted due to the Company's failure to obtain such Approval. The percent of the principal of the Note payable by the Company in connection with an Approval Default shall be 100%.