Common use of Limitation on Beneficial Ownership Clause in Contracts

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect any Redemption (other than a Redemption pursuant to Section 11.07 hereof), and any Electing Redeeming Member shall not have the right to any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member shall include the number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member, plus the number of shares of Class A Common Stock issuable upon Redemption by the Electing Redeeming Member that would result in the Electing Redeeming Member holding the Maximum Percentage of the number of outstanding shares of Class A Common Stock. Furthermore, to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class B Common Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted from time to time such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock beneficially owned by the Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectively, the “Combined A+B Proviso”). For purposes of this Section 11.01(a)(iv), beneficial ownership shall be calculated in accordance with 1934 Act. For purposes of this Section 11.01(a)(iv), in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon a Redemption, without exceeding the Maximum Percentage, the Electing Redeeming Member may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, in (x) the Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Corporation or (z) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, setting forth the number of shares of Class A Common Stock or Class B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Redemption Notice from the Electing Redeeming Member at a time when the actual number of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Electing Redeeming Member in writing of the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”). In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member 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 Class A Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Electing Redeeming Member 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 the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived. By written notice to the Company, the Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect any Redemption (other than a Redemption pursuant to Section 11.07 hereof), and any Electing Redeeming Member shall not have the right to any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member shall include the number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member, plus the number of shares of Class A Common Stock issuable upon Redemption by the Electing Redeeming Member that would result in the Electing Redeeming Member holding the Maximum Percentage of the number of outstanding shares of Class A Common Stock. Furthermore, to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class B Common Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted from time to time such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock beneficially owned by the Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) ), on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectively, the “Combined A+B Proviso”). For purposes of this Section 11.01(a)(iv), beneficial ownership shall be calculated in accordance with 1934 Act. For purposes of this Section 11.01(a)(iv), in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon a Redemption, without exceeding the Maximum Percentage, the Electing Redeeming Member may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, in (x) the Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Corporation or (z) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, setting forth the number of shares of Class A Common Stock or Class B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Redemption Notice from the Electing Redeeming Member at a time when the actual number of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Electing Redeeming Member in writing of the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”). In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member 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 Class A Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Electing Redeeming Member 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 the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived. By written notice to the Company, the Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any Redemption (other than a Redemption pursuant to Section 11.07 hereof)conversion of Preferred Shares, and any Electing Redeeming Member no Holder shall not have the right to convert any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never madePreferred Shares, to the extent that after giving effect to such exerciseconversion, the beneficial owner of such Electing Redeeming Member shares (together with the other Attribution Parties collectively such Person’s affiliates) would beneficially own have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Class A Common Stock that exceeds the percentage set forth opposite each Holder’s name in excess column (8) of the Maximum Percentage. The Schedule of Buyers to the Securities Purchase Agreement (“Maximum Percentage” shall be set at 4.99% ”) of the number of shares of the Class A Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of the issuance Preferred Shares, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Shares pursuant hereto, to the extent that giving effect to such voting rights would result in such Holder (together with its affiliates) being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Class A Common Stock pursuant outstanding immediately after giving effect to such Redemption (exercise, assuming such exercise as being equivalent to the extent permitted pursuant to this Section 11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)conversion. For purposes of the foregoing sentenceforegoing, the aggregate number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member a Person and its affiliates shall include the number of shares of Class A Common Stock beneficially owned by issuable upon conversion of the Electing Redeeming MemberPreferred Shares with respect to which the determination of such sentence is being made, plus but shall exclude the number of shares of Class A Common Stock which would be issuable upon Redemption by the Electing Redeeming Member that would result in the Electing Redeeming Member holding the Maximum Percentage (A) conversion of the number of outstanding shares of Class A Common Stock. Furthermoreremaining, to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class B Common Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted from time to time such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock nonconverted Preferred Shares beneficially owned by such Person or any of its affiliates and (B) exercise or conversion of the Electing Redeeming Member unexercised or unconverted portion of any other securities of the Company (taking into account including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% beneficially owned by such Person or any of its affiliates. Except as set forth in the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectivelypreceding sentence, the “Combined A+B Proviso”). For for purposes of this Section 11.01(a)(iv)7, beneficial ownership shall be calculated in accordance with 1934 ActSection 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Section 11.01(a)(iv)7, in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon Stock, a Redemption, without exceeding the Maximum Percentage, the Electing Redeeming Member Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, reflected in (x1) the CorporationCompany’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on KSB, Form 10-Q, Form 10-QSB or Form 8-K or other public filing with the SECK, as the case may be, (y2) a more recent public announcement by the Corporation Company, or (z3) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, Transfer Agent setting forth the number of shares of Class A Common Stock or Class B Common Stock outstanding (outstanding. For any reason at any time, upon the “Reported Outstanding Share Number”). If the Company receives a Redemption Notice from the Electing Redeeming Member at a time when the actual number written request of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share Numberany Holder, the Company shall notify within one (1) Business Day following the Electing Redeeming Member receipt of such notice, confirm orally and in writing of to any such Holder the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”)outstanding. In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Preferred Shares, by such Holder and its affiliates since the date as of which such number of shares so issued by which the Electing Redeeming Member 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 the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and outstanding shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waivedwas reported. By written notice to the Company, the Electing Redeeming Member Holder may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentagepercentage not in excess of 9.99% 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 the Holder providing such written notice and not to any other Holder. Notwithstanding the foregoing, if a Holder has elected “no limit” in column (8) of the Schedule of Buyers to the Securities Purchase Agreement, the limitations set forth in this Section 7 shall not be applicable to such Holder.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any Redemption (other than a Redemption pursuant to Section 11.07 hereof)conversion of Preferred Shares, and any Electing Redeeming Member no Holder shall not have the right to convert any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never madePreferred Shares, to the extent that after giving effect to such exerciseconversion, the beneficial owner of such Electing Redeeming Member shares (together with the other Attribution Parties collectively such Person's affiliates) would beneficially own have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Class A Common Stock in excess of that exceeds the maximum ownership percentage set forth opposite each Holder's name on Exhibit E to the Investors Rights Agreement ("Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% ") of the number of shares of the Class A Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of the issuance Preferred Shares, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Shares pursuant hereto, to the extent that giving effect to such voting rights would result in such Holder (together with its affiliates) being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Class A Common Stock pursuant outstanding immediately after giving effect to such Redemption (exercise, assuming such exercise as being equivalent to the extent permitted pursuant to this Section 11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)conversion. For purposes of the foregoing sentenceforegoing, the aggregate number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member a Person and its affiliates shall include the number of shares of Class A Common Stock beneficially owned by issuable upon conversion of the Electing Redeeming MemberPreferred Shares with respect to which the determination of such sentence is being made, plus but shall exclude the number of shares of Class A Common Stock which would be issuable upon Redemption by the Electing Redeeming Member that would result in the Electing Redeeming Member holding the Maximum Percentage (A) conversion of the number of outstanding shares of Class A Common Stock. Furthermoreremaining, to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class B Common Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted from time to time such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock nonconverted Preferred Shares beneficially owned by such Person or any of its affiliates and (B) exercise or conversion of the Electing Redeeming Member unexercised or unconverted portion of any other securities of the Company (taking into account including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% beneficially owned by such Person or any of its affiliates. Except as set forth in the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectivelypreceding sentence, the “Combined A+B Proviso”). For for purposes of this Section 11.01(a)(iv)7, beneficial ownership shall be calculated in accordance with 1934 ActSection 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Section 11.01(a)(iv)7, in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon Stock, a Redemption, without exceeding the Maximum Percentage, the Electing Redeeming Member Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, reflected in (x1) the Corporation’s Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on KSB, Form 10-Q, Form 10-QSB or Form 8-K or other public filing with the SECK, as the case may be, (y2) a more recent public announcement by the Corporation Company, or (z3) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, Transfer Agent setting forth the number of shares of Class A Common Stock or Class B Common Stock outstanding (outstanding. For any reason at any time, upon the “Reported Outstanding Share Number”). If the Company receives a Redemption Notice from the Electing Redeeming Member at a time when the actual number written request of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share Numberany Holder, the Company shall notify within one (1) Business Day following the Electing Redeeming Member receipt of such notice, confirm orally and in writing of to any such Holder the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”)outstanding. In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Preferred Shares, by such Holder and its affiliates since the date as of which such number of shares so issued by which the Electing Redeeming Member 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 the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and outstanding shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waivedwas reported. By written notice to the Company, the Electing Redeeming Member Holder may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentagepercentage not in excess of 9.99% 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 the Holder providing such written notice and not to any other Holder. Notwithstanding the foregoing, if a Holder has elected "no limit" on Exhibit E to the Investors Rights Agreement, the limitations set forth in this Section 7 shall not be applicable to such Holder.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect any Redemption (other than a Redemption pursuant to Section 11.07 hereof), and any Electing Redeeming Member shall not have the right to any Redemption, pursuant to the terms and conditions of this Section 11 11.01 and any such Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member shall include the number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member, plus the number of shares of Class A Common Stock issuable upon Redemption by the Electing Redeeming Member that would result in the Electing Redeeming Member holding the Maximum Percentage of the number of outstanding shares of Class A Common Stock. Furthermore, to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class B Common Stock or a Class B WarrantWarrants, the Maximum Percentage shall be automatically adjusted from time to time such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock beneficially owned by the Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectively, the “Combined A+B Proviso”). For purposes of this Section 11.01(a)(iv), beneficial ownership shall be calculated in accordance with 1934 Act. For purposes of this Section 11.01(a)(iv), in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon a Redemption, without exceeding the Maximum Percentage, the Electing Redeeming Member may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, in (x) the Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Corporation or (z) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, setting forth the number of shares of Class A Common Stock or Class B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Redemption Notice from the Electing Redeeming Member at a time when the actual number of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Electing Redeeming Member in writing of the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”)Notice. In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member 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 Class A Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Electing Redeeming Member 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 the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived. By written notice to the Company, the Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained hereinset forth in this Certificate of Designation, the Company shall not effect any Redemption (other than at no time may all or a Redemption pursuant to Section 11.07 hereof), and any Electing Redeeming Member shall not have the right to any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess portion of the Maximum Percentage. The “Maximum Percentage” shall Series A Preferred Stock be set at 4.99% of converted if the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock be issued pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv))conversion would exceed, such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below). For purposes of the foregoing sentence, the aggregate number of when aggregated with all other shares of Class A Common Stock beneficially owned by the Electing Redeeming Member shall include Holder at such time, the number of shares of Class A Common Stock which would result in the Holder beneficially owned by owning (as determined in accordance with Section 13(d) of the Electing Redeeming MemberSecurities Exchange Act of 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, plus however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4g. with regard to any or all shares of Common Stock issuable upon conversion of the Series A Preferred Stock Series A Preferred Stock, this Section 4g. will be of no force or effect with regard to all or a portion of the Series A Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series A Preferred Stock be converted if the number of shares of Class A Common Stock issuable upon Redemption to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Electing Redeeming Member that Holder at such time, would result in the Electing Redeeming Member holding the Maximum Percentage Holder beneficially owning (as determined in accordance with Section 13(d) of the number 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Class A Common StockStock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). Furthermore, By written notice to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares Company, a holder of Class B Common Series A Preferred Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted may from time to time decrease the Maximum Percentage to any other percentage specified in such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock beneficially owned by the Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectively, the “Combined A+B Proviso”)notice. For purposes of this Section 11.01(a)(iv), beneficial ownership shall be calculated in accordance with 1934 Act. For purposes of this Section 11.01(a)(iv)hereof, in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon a Redemption, without exceeding the Maximum PercentageStock, the Electing Redeeming Member Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, reflected in (x1) the CorporationCompany’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y2) a more recent public announcement by the Corporation Company or (z3) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, its stock transfer agent setting forth the number of shares of Class A Common Stock outstanding. For any reason at any time, upon the written or Class B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives oral request of a Redemption Notice from the Electing Redeeming Member at a time when the actual number holder of outstanding shares of Class Series A Common Stock or Class B Common Stock is less than the Reported Outstanding Share NumberPreferred Stock, the Company shall notify the Electing Redeeming Member within three (3) business days confirm orally and in writing of to such holder the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”)outstanding. In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Series A Preferred Stock, by the Holder and its affiliates since the date as of which such number of outstanding shares so issued by of Common Stock was reported, which in any event are convertible or exercisable, as the Electing Redeeming Member 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 initiocase may be, and the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance into shares of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Company’s Common Stock tendered by the Electing Redeeming Member corresponding within 60 days’ of such calculation and which are not subject to a limitation on conversion or exercise analogous to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Companylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary 4h. to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived. By written notice to the Company, the Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained hereinset forth in this Certificate of Designation, the Company shall not effect any Redemption (other than at no time may all or a Redemption pursuant to Section 11.07 hereof), and any Electing Redeeming Member shall not have the right to any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess portion of the Maximum Percentage. The “Maximum Percentage” shall Series B Preferred Stock be set at 4.99% of converted if the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock be issued pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv))conversion would exceed, such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below). For purposes of the foregoing sentence, the aggregate number of when aggregated with all other shares of Class A Common Stock beneficially owned by the Electing Redeeming Member shall include Holder at such time, the number of shares of Class A Common Stock which would result in the Holder beneficially owned by owning (as determined in accordance with Section 13(d) of the Electing Redeeming MemberSecurities Exchange Act of 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, plus however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4f. with regard to any or all shares of Common Stock issuable upon conversion of the Series B Preferred Stock Series B Preferred Stock, this Section 4f. will be of no force or effect with regard to all or a portion of the Series B Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series B Preferred Stock be converted if the number of shares of Class A Common Stock issuable upon Redemption to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Electing Redeeming Member that Holder at such time, would result in the Electing Redeeming Member holding the Maximum Percentage Holder beneficially owning (as determined in accordance with Section 13(d) of the number 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Class A Common StockStock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). Furthermore, By written notice to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares Company, a holder of Class Series B Common Preferred Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted may from time to time decrease the Maximum Percentage to any other percentage specified in such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock beneficially owned by the Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectively, the “Combined A+B Proviso”)notice. For purposes of this Section 11.01(a)(iv), beneficial ownership shall be calculated in accordance with 1934 Act. For purposes of this Section 11.01(a)(iv)hereof, in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon a Redemption, without exceeding the Maximum PercentageStock, the Electing Redeeming Member Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, reflected in (x1) the CorporationCompany’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y2) a more recent public announcement by the Corporation Company or (z3) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, its stock transfer agent setting forth the number of shares of Class A Common Stock outstanding. For any reason at any time, upon the written or Class oral request of a holder of Series B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Redemption Notice from the Electing Redeeming Member at a time when the actual number of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share NumberPreferred Stock, the Company shall notify the Electing Redeeming Member within three (3) business days confirm orally and in writing of to such holder the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”)outstanding. In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Series B Preferred Stock, by the Holder and its affiliates since the date as of which such number of outstanding shares so issued by of Common Stock was reported, which in any event are convertible or exercisable, as the Electing Redeeming Member 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 initiocase may be, and the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance into shares of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Company’s Common Stock tendered by the Electing Redeeming Member corresponding within 60 days’ of such calculation and which are not subject to a limitation on conversion or exercise analogous to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Companylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary 4f. to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived. By written notice to the Company, the Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any Redemption (other than a Redemption pursuant to Section 11.07 hereof)conversion of Preferred Shares, and any Electing Redeeming Member no Holder shall not have the right to convert any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never madePreferred Shares, to the extent that after giving effect to such exerciseconversion, the beneficial owner of such Electing Redeeming Member shares (together with the other Attribution Parties collectively such Person’s affiliates) would beneficially own have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Class A Common Stock that exceeds the percentage set forth opposite each Holder’s name in excess column (8) of the Maximum Percentage. The Schedule of Buyers to the Securities Purchase Agreement (“Maximum Percentage” shall be set at 4.99% ”) of the number of shares of the Class A Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of the issuance Preferred Shares, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Shares pursuant hereto, to the extent that giving effect to such voting rights would result in such Holder (together with its affiliates) being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Class A Common Stock pursuant outstanding immediately after giving effect to such Redemption (exercise, assuming such exercise as being equivalent to the extent permitted pursuant to this Section 11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)conversion. For purposes of the foregoing sentenceforegoing, the aggregate number of shares of Class A Common Stock beneficially owned by the Electing Redeeming Member a Person and its affiliates shall include the number of shares of Class A Common Stock beneficially owned by issuable upon conversion of the Electing Redeeming MemberPreferred Shares with respect to which the determination of such sentence is being made, plus but shall exclude the number of shares of Class A Common Stock which would be issuable upon Redemption by the Electing Redeeming Member that would result in the Electing Redeeming Member holding the Maximum Percentage (A) conversion of the number of outstanding shares of Class A Common Stock. Furthermoreremaining, to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class B Common Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted from time to time such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock nonconverted Preferred Shares beneficially owned by such Person or any of its affiliates and (B) exercise or conversion of the Electing Redeeming Member unexercised or unconverted portion of any other securities of the Company (taking into account including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% beneficially owned by such Person or any of its affiliates. Except as set forth in the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectivelypreceding sentence, the “Combined A+B Proviso”). For for purposes of this Section 11.01(a)(iv)7, beneficial ownership shall be calculated in accordance with 1934 ActSection 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Section 11.01(a)(iv)7, in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon Stock, a Redemption, without exceeding the Maximum Percentage, the Electing Redeeming Member Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, reflected in (x1) the CorporationCompany’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on KSB, Form 10-Q, Form 10-QSB or Form 8-K or other public filing with the SECK, as the case may be, (y2) a more recent public announcement by the Corporation Company, or (z3) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, Transfer Agent setting forth the number of shares of Class A Common Stock or Class B Common Stock outstanding (outstanding. For any reason at any time, upon the “Reported Outstanding Share Number”). If the Company receives a Redemption Notice from the Electing Redeeming Member at a time when the actual number written request of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share Numberany Holder, the Company shall notify within one (1) Business Day following the Electing Redeeming Member receipt of such notice, confirm orally and in writing of to any such Holder the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”)outstanding. In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Preferred Shares, by such Holder and its affiliates since the date as of which such number of shares so issued by which the Electing Redeeming Member 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 the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and outstanding shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waivedwas reported. By written notice to the Company, the Electing Redeeming Member Holder may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentagepercentage not in excess of 9.99% 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 the Holder providing such written notice and not to any other Holder. Notwithstanding the foregoing, if a Holder has elected “no limit” in column (8) of the Schedule of Buyers to the Securities Purchase Agreement, the limitations set forth in this Section 7 shall not be applicable to such Holder.]

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained hereinset forth in this Certificate of Designations, the Company shall not effect any Redemption (other than at no time may all or a Redemption pursuant to Section 11.07 hereof), and any Electing Redeeming Member shall not have the right to any Redemption, pursuant to the terms and conditions of this Section 11 and any such Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess portion of the Maximum Percentage. The “Maximum Percentage” shall Series C Preferred Stock be set at 4.99% of converted if the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock be issued pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv))conversion would exceed, such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below). For purposes of the foregoing sentence, the aggregate number of when aggregated with all other shares of Class A Common Stock beneficially owned by the Electing Redeeming Member shall include Holder at such time, the number of shares of Class A Common Stock which would result in the Holder beneficially owned by owning (as determined in accordance with Section 13(d) of the Electing Redeeming MemberSecurities Exchange Act of 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, plus however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(f) with regard to any or all shares of Common Stock issuable upon conversion of the Series C Preferred Stock, this Section 4(f) will be of no force or effect with regard to all or a portion of the Series C Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designations, at no time may all or a portion of the Series C Preferred Stock be converted if the number of shares of Class A Common Stock issuable upon Redemption to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Electing Redeeming Member that Holder at such time, would result in the Electing Redeeming Member holding the Maximum Percentage Holder beneficially owning (as determined in accordance with Section 13(d) of the number 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Class A Common StockStock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). Furthermore, By written notice to the extent the Electing Redeeming Member or its Attribution Parties beneficially own any shares Company, a holder of Class B Common Series C Preferred Stock or a Class B Warrant, the Maximum Percentage shall be automatically adjusted may from time to time decrease the Maximum Percentage to any other percentage specified in such that the Electing Redeeming Member’s beneficial ownership of the Company’s Class A Common Stock issuable pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)), when combined with Class B Common Stock beneficially owned by the Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such Redemption (to the extent permitted pursuant to this Section 11.01(a)(iv)) (the foregoing collectively, the “Combined A+B Proviso”)notice. For purposes of this Section 11.01(a)(iv), beneficial ownership shall be calculated in accordance with 1934 Act. For purposes of this Section 11.01(a)(iv)hereof, in determining the number of outstanding shares of Class A Common Stock the Electing Redeeming Member may acquire upon a Redemption, without exceeding the Maximum PercentageStock, the Electing Redeeming Member Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected, if applicable, reflected in (x1) the CorporationCompany’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y2) a more recent public announcement by the Corporation Company or (z3) any other written notice by the Company or the Corporation, including as may be requested by the Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, its stock transfer agent setting forth the number of shares of Class A Common Stock outstanding. For any reason at any time, upon the written or Class B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives oral request of a Redemption Notice from the Electing Redeeming Member at a time when the actual number holder of outstanding shares of Class A Common Stock or Class B Common Stock is less than the Reported Outstanding Share NumberSeries C Preferred Stock, the Company shall notify the Electing Redeeming Member within three (3) business days confirm orally and in writing of to such holder the number of shares of Class A Common Stock or Class B Common Stock then outstanding and, to the extent that such Redemption Notice would otherwise cause the Electing Redeeming Member’s beneficial ownership, as determined pursuant to this Section 11.01(a)(iv), to exceed the Maximum Percentage, the Electing Redeeming Member shall notify the Company of a reduced number of Redeemed Units to be redeemed pursuant to such Redemption Notice (the number of shares by which such Redemption is reduced, the “Reduction Shares”)outstanding. In the event that the issuance of Class A Common Stock to the Electing Redeeming Member results in the Electing Redeeming Member and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Series C Preferred Stock, by the Holder and its affiliates since the date as of which such number of outstanding shares so issued by of Common Stock was reported, which in any event are convertible or exercisable, as the Electing Redeeming Member 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 initiocase may be, and the Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance into shares of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Company’s Common Stock tendered by the Electing Redeeming Member corresponding within 60 days of such calculation and which are not subject to a limitation on conversion or exercise analogous to the Excess Shares, and the Electing Redeeming Member shall transfer the Excess Shares to the Companylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.01(a)(iv4(f) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived. By written notice to the Company, the Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.