Common use of Conversion Restrictions Clause in Contracts

Conversion Restrictions. The conversion restrictions set forth in Section 3(a)(ii) or 3(b) of the Debentures shall remain in full force and effect at all times, notwithstanding the declaration of any default by YA Global. Furthermore, in no event shall YA Global have the right to acquire, vote, or receive from the GS CleanTech such number of shares of common stock of GS EnviroServices, Inc. ("GS EnviroServices")which would cause YA Global, together with its affiliates, to beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder in excess of 9.99% of the common stock of GS EnviroServices (the "Ownership Limitation") unless YA Global waives such limitation by providing 65 days' advance written notice. This Ownership Limitation of GS EnviroServices common stock shall replace and supersede any prior limitations imposed upon YA Global.