Common use of Certain Conversion Restrictions Clause in Contracts

Certain Conversion Restrictions. (i) Subject to Section 6(c)(ii), the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion), (the “Threshold Percentage”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (ii) Notwithstanding the provisions of Section 6(c)(i), the Holder shall have the right at any time and from time to time, to waive the provisions of this Section insofar as they relate to the Threshold Percentage or to increase its Threshold Percentage (but not in excess of 9.999% (or such lower percentage if Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999%)) by written instrument delivered to the Company, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Notes.

Certain Conversion Restrictions. (i) Subject Notwithstanding anything to Section 6(c)(ii)the contrary contained herein, the number of shares of Common Stock that may be acquired by a Holder an Investor upon any each conversion of Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Investor and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such HolderInvestor’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9994.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion)) (subject to change as described below, (the “Threshold Maximum Percentage”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. . This provision shall not restrict the number of shares of Common Stock which an Investor may receive or beneficially own in order to determine the amount of securities or other consideration that such Investor may receive in the event of a Fundamental Transaction (iidefined below) Notwithstanding involving the provisions Company. For any reason at any time, upon the written or oral request of Section 6(c)(i)the Investor, the Holder Company shall have the right at any time within one (1) Business Day confirm orally and from time to time, to waive the provisions of this Section insofar as they relate in writing to the Threshold Investor the number of shares of Common Stock then outstanding. By written notice to the Company, the Investor may increase or decrease the Maximum Percentage or to increase its Threshold Percentage (but any other percentage not in excess of 9.9999.99% (or specified in such lower percentage if Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999%)) by written instrument delivered to the Company, but notice; provided that (i) any such waiver increase or increase decrease will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder Investor and not to any other holder of Notes. Except as set forth in the preceding sentence, this restriction may not be waived, and notwithstanding anything to the contrary in any Transaction Document, may not be amended by agreement of the parties. To the extent that the limitation contained in this Section 5(b) applies, the determination of whether this Note is convertible (in relation to other securities owned by such Investor together with any Affiliates) and of which a portion of this Note is convertible shall be in the sole discretion of a Investor, and the submission of a Conversion Notice shall be deemed to be each Investor’s determination of whether this Note is convertible (in relation to other securities owned by such Investor together with any Affiliates) and of which portion of this Note is convertible, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination other than its obligation in this Section 5(b) above to, upon the Investor’s request, confirm orally and in writing to the Investor the number of shares of Common Stock then outstanding.

Certain Conversion Restrictions. (i) Subject Notwithstanding anything to Section 6(c)(ii)the contrary contained herein, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder’s 's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9999.999% (the "PERCENTAGE CAP") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion), (the “Threshold Percentage”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (ii) Notwithstanding . Additionally, by written notice to the provisions of Section 6(c)(i)Company, the Holder shall have the right at any time and from time to time, to may waive the provisions of this Section insofar as they relate 5(c) or increase or decrease the Percentage Cap to the Threshold Percentage or to increase its Threshold Percentage (but not any other percentage specified in excess of 9.999% (or such lower percentage if Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999%)) by written instrument delivered to the Companynotice, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of NotesWarrants. The Company shall have no obligation to determine the beneficial ownership of any Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Sections 13(d) and 16 of the Exchange Act. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein.

Certain Conversion Restrictions. (i) Subject to Section 6(c)(ii6(b)(ii), the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder’s 's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Threshold Percentage") or 9.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion), (the “Threshold Percentage”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice hereunder will constitute a representation by the applicable Holder that it has evaluated the limitations set forth in this Section 6(b)(i) and has determined that issuance of the full number of Underlying Shares issuable in respect of such Conversion Notice does not violate the restrictions contained in this Section 6(b)(i). (ii) Notwithstanding the provisions of Section 6(c)(i6(b)(i), by written notice to the Company, the Holder shall have the right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999% and (y) at any time and from time to time, to waive the provisions of this Section insofar as they relate to the Threshold Percentage or to increase its Threshold Percentage (but not in excess of 9.999% (or such lower percentage if Section 16 of the Exchange Act or Maximum Percentage) unless the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999%)) Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase its Threshold Percentage, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Notes.