Common use of Blocker Clause in Contracts

Blocker. Notwithstanding anything to the contrary contained herein, the Company shall not issue Adjustment Shares, and no Buyer shall have the right to receive Adjustment Shares, and any such issuance shall be null and void and treated as if never made, to the extent that after giving effect to such issuance, such Buyer (together with such Buyer's Affiliates) would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of shares of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Buyer and its Affiliates shall include the number of shares of Common Stock issuable pursuant to Section 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Buyer or any of its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Common Stock, the Buyers may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Buyer, the Company shall within one (1) Business Day confirm orally and in writing to such Buyer the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the Company, including the Warrants, held by each Buyer and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Buyer and not to any of the other Buyers. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. If a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Blocker. Notwithstanding anything to the contrary contained herein, the Company Seneca shall not issue Adjustment deliver Exchange Shares issued in exchange of Preferred Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Preferred Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Seneca Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of Seneca Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Shares delivered to such Buyer pursuant to Section 1(b) hereof 1hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Seneca beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Seneca Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Common Stock as reflected in (1) the CompanySeneca's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company Seneca or (3) any other written notice by the Company Seneca or the Company's transfer agent Transfer Agent setting forth the number of shares of Seneca Common Stock outstandingoutstanding (the "Reported Outstanding Share Number"). If Seneca receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Common Stock is less than the Reported Outstanding Share Number, Seneca shall promptly notify the Buyers in writing of the number of shares of Seneca Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify Seneca of a reduced number of Exchange Shares issued in exchange of Preferred Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company Seneca shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of shares of Seneca Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanySeneca, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Seneca Common Stock was reported(as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. By If a Buyer's right to receive Exchange Shares issued in exchange of Preferred Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Preferred Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Shares. Upon delivery of a written notice to the CompanySeneca, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Seneca and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(v) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum PercentageBuyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, the Company Histogenics shall not issue Adjustment deliver Exchange Shares issued in exchange of Additional Common Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Additional Common Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Histogenics Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Histogenics Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of Histogenics Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Additional Common Shares delivered to such Buyer pursuant to Section 1(b1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Histogenics Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Histogenics beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Histogenics Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Histogenics Common Stock as reflected in (1) the Company's Histogenics’ most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company Histogenics or (3) any other written notice by the Company Histogenics or the Company's transfer agent Transfer Agent setting forth the number of shares of Histogenics Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). If at any time Histogenics receives a Capacity Notice from such Buyer the actual number of outstanding shares of Histogenics Common Stock is less than the Reported Outstanding Share Number, Histogenics shall promptly notify the Buyers in writing of the number of shares of Histogenics Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Histogenics of a reduced number of Exchange Shares issued in exchange of Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company Histogenics shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail to such Buyer the number of shares of Histogenics Common Stock then outstanding. In any case, the number of outstanding shares of Histogenics Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyHistogenics, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Histogenics Common Stock was reported(as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. By If a Buyer’s right to receive Exchange Shares issued in exchange of Additional Common Shares is limited, in whole or in part, by this Section 1(c)(iv), all such Exchange Shares issued in exchange of Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Histogenics that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Histogenics shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Additional Common Shares. Upon delivery of a written notice to the CompanyHistogenics, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Histogenics and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(iv) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closedBuyer.

Blocker. Notwithstanding anything to the contrary contained herein, the Company PublicCo shall not issue Adjustment deliver Exchange Shares issued in exchange of Purchased Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Purchased Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Common Stock PublicCo Ordinary Shares outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock PublicCo Ordinary Shares beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number of Common Stock issuable Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer pursuant to Section 1(b) 1 hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares PublicCo Ordinary Shares (including, for the avoidance of Common Stock doubt, any PublicCo Ordinary Shares underlying the ADSs) which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company PublicCo beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Common StockPublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Common Stock PublicCo Ordinary Shares as reflected in (1) the Company's PublicCo’s most recent Annual Report on Form 1020-KF, Report of Foreign Issuer on Form 10-Q, Form 86-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company PublicCo or (3) any other written notice by the Company PublicCo or the Company's transfer agent Transfer Agent setting forth the number of shares PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of Common Stock outstandingoutstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company PublicCo shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of shares of Common Stock PublicCo Ordinary Shares then outstanding. In any case, the number of outstanding shares of Common Stock PublicCo Ordinary Shares shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyPublicCo, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Common Stock was reportedPurchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. By Upon delivery of a written notice to the CompanyPublicCo, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(v) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum PercentageBuyer. As used herein, "“Business Day" ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, the Company The Investor shall not issue Adjustment Shares, and no Buyer shall have the right to receive Adjustment Sharesconvert any portion of the Notes, and any such issuance shall be null and void and treated as if never madepursuant to Section 4(a) thereof or otherwise, to the extent that after giving effect to such issuanceconversion, such Buyer Investor (together with such Buyer's Affiliates) the Investor’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of shares of the Common Stock outstanding immediately after giving effect to such issuanceconversion (the “Blocker”). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Buyer the Investor and its Affiliates affiliates shall include the number of shares of Common Stock issuable pursuant to Section 1(b) hereof upon conversion of the Notes with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (iA) exercise conversion of the remaining, unexercised nonconverted portion of the Warrants Notes beneficially owned by such Buyer the Investor or any of its Affiliates affiliates which include a similar Blocker and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by such Buyer or any of its Affiliates Lxxxx (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Notes) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Investor or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraphSection 8.17, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of 1934whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, as amended (the "1934 Act")Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Buyers Investor may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company's Lxxxx’x most recent Form 10-K, Q or Form 10-Q, Form 8-K (or other public filing with the SECsuch related form), as the case may be, (2y) a more recent public announcement by the Company Lxxxx or (3z) any other notice by the Company Lxxxx or the Company's Lxxxx’x transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of a Buyerthe Investor, the Company Lxxxx shall within one (1) two Business Day Days confirm orally and in writing to such Buyer the Investor the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyLxxxx, including the WarrantsNotes, held by each Buyer and the Investor or its Affiliates affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Buyer and not to any of the other Buyers. The provisions of this paragraph Section 8.17 may be waived by the Investor upon, at the election of the Investor, not less than 61 days’ prior written notice to Lxxxx, and the provisions of this Section 8.17 shall continue to apply until such 61st day (or such later date, as determined by the Investor, as may be specified in such notice of waiver). The foregoing provision shall be construed and implemented treated as if a provision of the Notes.” (h) Effective as of the Effective Date, the following sections of the Line of Credit shall be removed from the Line of Credit in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph their entirety (or any portion hereofconfirmed removed if previously removed or waived by a prior amendment to the Line of Credit) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. If a Buyer's right to receive Adjustment Shares is limitedand replaced by “[Intentionally Removed]”: Section 1.1(h), in whole or in partSection 6.1(d), by this SectionSection 6.2(a), all such Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Company until such timeSection 7.9, if everSection 7.10, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closedSection 7.11 and Section 7.12.

Blocker. Notwithstanding anything to the contrary contained herein, the Company shall not issue deliver Adjustment Shares or Capacity Shares, and no Buyer shall have the right to receive Adjustment Shares or Capacity Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesthe other Attribution Parties) would beneficially own in excess of 9.99% (the "“Maximum Percentage"”) of the number of shares of Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Adjustment Shares and Capacity Shares delivered to such Buyer pursuant to Section 1(b1(g) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Common Stock, the Buyers may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other written notice by the Company or the Company's transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If at any time until July 9, 2015 and/or if the Company receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall promptly notify the Buyers in writing of the number of shares of Common Stock then outstanding. For any reason at any time, upon the written or oral request of a Buyer, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Buyer the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the Company, including the Warrants, held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Adjustment Shares or Capacity Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock was reported. By written notice to (as determined under Section 13(d) of the Company1934 Act), each Buyer may from time to time increase or decrease the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (ithe “Excess Shares”) any such increase will not shall be effective until the sixty-first (61st) day after such notice is delivered to the Company deemed null and (ii) any such increase or decrease will apply only to void and shall be cancelled ab initio, and such Buyer and shall not have the power to any of the other Buyers. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained vote or to make changes or supplements necessary or desirable to properly give effect to such limitationtransfer the Excess Shares. If a Buyer's ’s right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Company until such time, if ever, as the such Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum PercentagePercentage and the Company shall promptly after receiving such notice issue and deliver to such Buyer such Adjustment Shares. As used hereinBy written notice to the Company, "Business Day" means each Buyer may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Adjustment Shares and Capacity Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than Saturday, Sunday in strict conformity with the terms of this Section 1(h) to the extent necessary to correct this paragraph or other day on any portion of this paragraph which commercial banks may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(h) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The City limitation contained in this paragraph may not be waived and shall apply to a successor of New York are authorized or required by law to remain closedsuch Buyer.

Blocker. Notwithstanding anything to the contrary contained herein, the Company PublicCo shall not issue Adjustment deliver Exchange Shares issued in exchange of Purchased Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Purchased Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of PublicCo Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of PublicCo Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of PublicCo Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer pursuant to Section 1(b) 1 hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of PublicCo Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company PublicCo beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of PublicCo Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of PublicCo Common Stock as reflected in (1) the CompanyPublicCo's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Form 8-K Q or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company PublicCo or (3) any other written notice by the Company PublicCo or the Company's transfer agent Transfer Agent setting forth the number of shares of PublicCo Common Stock outstandingoutstanding (the "Reported Outstanding Share Number"). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of PublicCo Common Stock is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of shares of PublicCo Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company PublicCo shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of shares of PublicCo Common Stock then outstanding. In any case, the number of outstanding shares of PublicCo Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyPublicCo, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of PublicCo Common Stock was reported(as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. By If a Buyer's right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a written notice to the CompanyPublicCo, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(v) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum PercentageBuyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, the Company Chanticleer shall not issue Adjustment deliver Exchange Shares issued in exchange of Additional Common Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Additional Common Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Chanticleer Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Chanticleer Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of Chanticleer Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Additional Common Shares delivered to such Buyer pursuant to Section 1(b1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Chanticleer Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Chanticleer beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Chanticleer Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Chanticleer Common Stock as reflected in (1) the Company's Chanticleer’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company Chanticleer or (3) any other written notice by the Company Chanticleer or the Company's transfer agent Transfer Agent setting forth the number of shares of Chanticleer Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). If Chanticleer receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Chanticleer Common Stock is less than the Reported Outstanding Share Number, Chanticleer shall promptly notify the Buyers in writing of the number of shares of Chanticleer Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Chanticleer of a reduced number of Exchange Shares issued in exchange of Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company Chanticleer shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Buyer the number of shares of Chanticleer Common Stock then outstanding. In any case, the number of outstanding shares of Chanticleer Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyChanticleer, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Chanticleer Common Stock was reported(as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. By If a Buyer’s right to receive Exchange Shares issued in exchange of Additional Common Shares is limited, in whole or in part, by this Section 1(c)(iv), all such Exchange Shares issued in exchange of Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Chanticleer that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Chanticleer shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Additional Common Shares. Upon delivery of a written notice to the CompanyChanticleer, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Chanticleer and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(iv) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum PercentageBuyer. As used herein, "“Business Day" ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Blocker. Notwithstanding anything to the contrary contained herein, the Company shall not issue Adjustment Shares, and no Buyer shall have the right to receive Adjustment Shares, and any such issuance shall be null and void and treated as if never made, to the extent that after giving effect to such issuance, such Buyer (together with such Buyer's Affiliates) would beneficially own in excess of 9.994.99% (the "Maximum Percentage") of the number of shares of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Buyer and its Affiliates shall include the number of shares of Common Stock issuable pursuant to Section 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Buyer or any of its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Common Stock, the Buyers may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Buyer, the Company shall within one (1) Business Day confirm orally and in writing to such Buyer the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the Company, including the Warrants, held by each Buyer and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Buyer and not to any of the other Buyers. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. If a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Blocker. Notwithstanding anything to the contrary contained herein, the Company Rexahn shall not issue Adjustment deliver Exchange Shares issued in exchange of Additional Common Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Additional Common Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Rexahn Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Rexahn Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of Rexahn Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Additional Common Shares delivered to such Buyer pursuant to Section 1(b1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Rexahn Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Rexahn beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Rexahn Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Rexahn Common Stock as reflected in (1) the CompanyRexahn's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company Rexahn or (3) any other written notice by the Company Rexahn or the Company's transfer agent Transfer Agent setting forth the number of shares of Rexahn Common Stock outstandingoutstanding (the "Reported Outstanding Share Number"). If Rexahn receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Rexahn Common Stock is less than the Reported Outstanding Share Number, Rexahn shall promptly notify the Buyers in writing of the number of shares of Rexahn Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Rexahn of a reduced number of Exchange Shares issued in exchange of Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company Rexahn shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of shares of Rexahn Common Stock then outstanding. In any case, the number of outstanding shares of Rexahn Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyRexahn, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Rexahn Common Stock was reported(as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. By If a Buyer's right to receive Exchange Shares issued in exchange of Additional Common Shares is limited, in whole or in part, by this Section 1(c)(iv), all such Exchange Shares issued in exchange of Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Rexahn that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Rexahn shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Additional Common Shares. Upon delivery of a written notice to the CompanyRexahn, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Rexahn and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(iv) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum PercentageBuyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Blocker. Notwithstanding anything to the contrary contained herein, the Company BioPharmX shall not issue Adjustment Sharesdeliver Exchange Shares issued in exchange of Additional Common Units, and no Buyer shall have the right to receive Adjustment SharesExchange Shares issued in exchange of Additional Common Units, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of BioPharmX Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of BioPharmX Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of BioPharmX Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Additional Common Units delivered to such Buyer pursuant to Section 1(b1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of BioPharmX Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company BioPharmX beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of BioPharmX Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of BioPharmX Common Stock as reflected in (1) the Company's BioPharmX’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company BioPharmX or (3) any other written notice by the Company BioPharmX or the Company's transfer agent Transfer Agent setting forth the number of shares of BioPharmX Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). If BioPharmX receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of BioPharmX Common Stock is less than the Reported Outstanding Share Number, BioPharmX shall promptly notify the Buyers in writing of the number of shares of BioPharmX Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify BioPharmX of a reduced number of Exchange Shares issued in exchange of Additional Common Units to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company BioPharmX shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Buyer the number of shares of BioPharmX Common Stock then outstanding. In any case, the number of outstanding shares of BioPharmX Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyBioPharmX, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Additional Common Units to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of BioPharmX Common Stock was reported. By written notice to (as determined under Section 13(d) of the Company1934 Act), each Buyer may from time to time increase or decrease the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (ithe “Excess Shares”) any such increase will not shall be effective until the sixty-first (61st) day after such notice is delivered to the Company deemed null and (ii) any such increase or decrease will apply only to void and shall be cancelled ab initio, and such Buyer and shall not have the power to any of the other Buyers. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained vote or to make changes or supplements necessary or desirable to properly give effect to such limitationtransfer the Excess Shares. If a Buyer's ’s right to receive Adjustment Exchange Shares issued in exchange of Additional Common Units is limited, in whole or in part, by this SectionSection 1(c)(iv), all such Adjustment Exchange Shares issued in exchange of Additional Common Units that are so limited shall be held in abeyance for the benefit of such Buyer by the Company Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time, if ever, time as the such Buyer notifies the Company BioPharmX that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means Percentage and BioPharmX shall promptly but in any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.event

Blocker. Notwithstanding anything to the contrary contained herein, the Company Rexahn shall not issue Adjustment deliver Exchange Shares issued in exchange of Additional Common Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Additional Common Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Rexahn Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Rexahn Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of Rexahn Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Additional Common Shares delivered to such Buyer pursuant to Section 1(b1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Rexahn Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Rexahn beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Rexahn Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Rexahn Common Stock as reflected in (1) the Company's Rexahn’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company Rexahn or (3) any other written notice by the Company Rexahn or the Company's transfer agent Transfer Agent setting forth the number of shares of Rexahn Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). If Rexahn receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Rexahn Common Stock is less than the Reported Outstanding Share Number, Rexahn shall promptly notify the Buyers in writing of the number of shares of Rexahn Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Rexahn of a reduced number of Exchange Shares issued in exchange of Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, the Company Rexahn shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of shares of Rexahn Common Stock then outstanding. In any case, the number of outstanding shares of Rexahn Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyRexahn, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Rexahn Common Stock was reported(as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. By If a Buyer’s right to receive Exchange Shares issued in exchange of Additional Common Shares is limited, in whole or in part, by this Section 1(c)(iv), all such Exchange Shares issued in exchange of Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Rexahn that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Rexahn shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Additional Common Shares. Upon delivery of a written notice to the CompanyRexahn, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Rexahn and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(iv) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum PercentageBuyer. As used herein, "“Business Day" ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

Blocker. Notwithstanding anything to the contrary contained herein, the Company Apricus shall not issue Adjustment deliver Exchange Shares issued in exchange of Additional Common Shares, and no Buyer shall have the right to receive Adjustment Exchange Shares issued in exchange of Additional Common Shares, and any such issuance delivery shall be null and void and treated as if never made, to the extent that after giving effect to such issuancedelivery, such Buyer (together with such Buyer's Affiliatesits other Attribution Parties (as defined in the Warrants) would beneficially own in excess of 9.99% such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Apricus Common Stock outstanding immediately after giving effect to such issuancedelivery. For purposes of the foregoing sentence, the aggregate number of shares of Apricus Common Stock beneficially owned by such Buyer and its Affiliates the other Attribution Parties shall include the number of shares of Apricus Common Stock issuable held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Additional Common Shares delivered to such Buyer pursuant to Section 1(b1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Apricus Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Apricus beneficially owned by such Buyer or any of its Affiliates the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this paragraphSection 1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Apricus Common StockStock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Apricus Common Stock as reflected in (1) the Company's Apricus' most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company Apricus or (3) any other written notice by the Company Apricus or the Company's transfer agent Transfer Agent setting forth the number of shares of Apricus Common Stock outstandingoutstanding (the "Reported Outstanding Share Number"). If at any time Apricus receives a Capacity Notice from such Buyer the actual number of outstanding shares of Apricus Common Stock is less than the Reported Outstanding Share Number, Apricus shall promptly notify the Buyers in writing of the number of shares of Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Apricus of a reduced number of Exchange Shares issued in exchange of Additional Common Shares to be delivered pursuant to such Capacity Notice (the number of shares by which such purchase is reduced, the "Reduction Shares"). For any reason at any time, upon the written or oral request of a Buyer, the Company Apricus shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail to such Buyer the number of shares of Apricus Common Stock then outstanding. In any case, the number of outstanding shares of Apricus Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of the CompanyApricus, including the Warrants, Warrants held by each Buyer and its Affiliates the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Apricus Common Stock was reported(as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. By If a Buyer's right to receive Exchange Shares issued in exchange of Additional Common Shares is limited, in whole or in part, by this Section 1(c)(iv), all such Exchange Shares issued in exchange of Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Apricus that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Apricus shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Additional Common Shares. Upon delivery of a written notice to the CompanyApricus, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Apricus and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other BuyersBuyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 1(c)(iv) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. If The limitation contained in this paragraph may not be waived and shall apply to a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit successor of such Buyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closedBuyer.