Common use of Limitation on Conversion Right Clause in Contracts

Limitation on Conversion Right. Notwithstanding anything to the contrary in this Article, any Holder of a Note shall not have the right to convert any Note to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially own in excess of 9.99% of the number of CommonClass A Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of CommonClass A Shares beneficially owned by the Holder and its affiliates shall include the number of CommonClass A Shares issuable upon conversion of the Note with respect to which the determination of such sentence is being made, but shall exclude the number of CommonClass A Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 14.13, in determining the number of outstanding CommonClass A Shares, the Holder may rely on the number of outstanding CommonClass A Shares as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any subsequent notice by the Issuer, the Company or the Company’s transfer agent setting forth the number of CommonClass A Shares outstanding. Upon the written or oral request of the Holder, the Company shall promptly confirm in writing to the Holder the number of CommonClass A Shares then outstanding. In any case, the number of outstanding CommonClass A Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Note, by the Holder or its affiliates since the date as of which such number of outstanding CommonClass A Shares was reported. Neither the Trustee nor the Conversion Agent shall be responsible for monitoring compliance with this Section 14.13 and, absent written direction from the Issuer or Company to the contrary, may assume that any Conversion Notice complies with this restriction.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this Article, any Holder of a Note who (together with such Holder’s affiliates) purchases more than $10 million in aggregate principal amount of Notes in the initial resale by the Initial Purchaser shall not have the right to convert any Note to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially own in excess of 9.994.99% of the number of CommonClass A Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of CommonClass A Shares shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of CommonClass A Shares shares of Common Stock issuable upon conversion of the Note with respect to which the determination of such sentence is being made, but shall exclude the number of CommonClass A Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.1312.13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended. For purposes of this Section 14.1312.13, in determining the number of outstanding CommonClass A Sharesshares of Common Stock, the Holder may rely on the number of outstanding CommonClass A Shares shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any subsequent notice by the Issuer, the Company or the Company’s transfer agent setting forth the number of CommonClass A Shares shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall promptly confirm in writing to the Holder the number of CommonClass A Shares shares of Common Stock then outstanding. In any case, the number of outstanding CommonClass A Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Note, by the Holder or its affiliates since the date as of which such number of outstanding CommonClass A Shares shares of Common Stock was reported. Neither The Initial Purchaser shall furnish the Trustee nor Company with a list of the Conversion Agent shall be responsible for monitoring compliance with this Section 14.13 and, absent written direction Holders of Notes who purchase more than $10 million in aggregate principal amount from the Issuer or Company to the contrary, may assume that any Conversion Notice complies with this restrictionInitial Purchaser in its initial resale of Notes.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this ArticleCertificate of Designations and, any Holder of except with respect to the Conversion Shares resulting from a Note Mandatory Conversion as to which the restrictions in Section 10(h)(1) shall not have the right to convert any Note to the extent thatapply, after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially own in excess no shares of 9.99% of the number of CommonClass A Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of CommonClass A Shares beneficially owned by the Holder and its affiliates shall include the number of CommonClass A Shares issuable Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of any Holder, and no Convertible Preferred Stock of any Holder will be convertible, in each case to the Note with respect extent, and only to which the determination of extent, that such sentence is being madeissuance, but shall exclude the number of CommonClass A Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the Holder or any of its affiliates and (B) exercise delivery or conversion would result in: (1) such Holder, either alone or as a part of a “group” (within the unexercised or nonconverted portion meaning of any other securities of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d13(d)(3) of the Exchange Act) “beneficially owning” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) in excess of nine and ninety-nine hundredths percent (9.99%) of the then outstanding shares of Common Stock (the “Ownership Limitation”); provided that the Ownership Limitation shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act; provided, further that, a Holder may include in the Optional Conversion Notice that is delivered to the Company in connection with a Change of Control that such Holder is electing to make successive conversions, which conversions shall occur (in each case by written notice from such Holder to the Company) from time to time as determined by such Holder at any time during the Successive Conversion Period (each such conversion being subject to the Ownership Limitation); or (2) the issuance of Conversion Shares that would, together with any and all other Conversion Shares issued pursuant hereto, exceed nineteen and ninety-nine one hundredths percent (19.99%) of the issued and outstanding shares of Common Stock as of October 18, 2021 (the “Exchange Cap”). For purposes of this Section 14.13hereof, in determining the number of outstanding CommonClass A Sharesshares of Common Stock for purposes of clause (1) above, the Holder Holders may rely on (I) the number of outstanding CommonClass A Shares shares of Common Stock as reflected stated in (x) the Company’s most recent Quarterly Report on Form 10-Q quarterly or Annual Report on Form 10-Kannual report filed with the Commission, as or any current report filed by the case may beCompany with the Commission subsequent thereto, (yII) a more recent public announcement by the Company Company, or (zIII) any subsequent notice a written confirmation by the Issuer, the Company or the Company’s transfer agent setting forth Transfer Agent, within two (2) Trading Days following a written request from a Holder, of the number of CommonClass A Shares shares of Common Stock then outstanding. Upon the With prior written or oral request consent of the applicable Holder, the Company provisions of this Section 10(h)(i) shall promptly confirm be construed and implemented in writing a manner otherwise than in strict conformity with the terms of this Section 10(h)(i) to correct all 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. For purposes of Section 10(h)(i)(2), no initial Holder shall be issued in the aggregate, pursuant to the Holder terms of this Certificate of Designations, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the number of CommonClass A Shares then outstandingshares of Convertible Preferred Stock issued to such initial Holder pursuant to the Exchange Agreement on the Issue Date with respect to such initial Holder, if any, and the denominator of which is the aggregate number of all shares of Convertible Preferred Stock issued to the initial Holders pursuant to the Exchange Agreement on such Issue Date (with respect to each initial Holder, the “Exchange Cap Allocation”). In the event that any caseinitial Holder of shares of Convertible Preferred Stock shall sell or otherwise transfer any of such Holder’s Convertible Preferred Stock, the number of outstanding CommonClass A Shares transferee shall be determined after giving effect allocated a pro rata portion of such initial Holder’s Exchange Cap Allocation with respect to such portion of such Convertible Preferred Stock transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the conversion or exercise of securities portion of the Company, including the Note, by the Holder or its affiliates since the date as Exchange Cap Allocation allocated to such transferee. The foregoing shall apply similarly and equally to successive transfers of which such number of outstanding CommonClass A Shares was reported. Neither the Trustee nor the Conversion Agent shall be responsible for monitoring compliance with this Section 14.13 and, absent written direction from the Issuer or Company to the contrary, may assume that any Conversion Notice complies with this restrictionConvertible Preferred Stock.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this ArticleCertificate of Designations, any Holder unless and until the Requisite Stockholder Approval is obtained, no shares of a Note shall not have the right to convert any Note to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially own in excess of 9.99% of the number of CommonClass Class A Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of CommonClass A Shares beneficially owned by the Holder and its affiliates shall include the number of CommonClass A Shares issuable Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of any Holder, and no Convertible Preferred Stock of any Holder will be convertible, in each case, to the Note with respect extent, and only to which the determination of extent, that such sentence is being madeissuance, but shall exclude the number of CommonClass A Shares which delivery, conversion, or convertibility would be issuable upon (Ai) conversion of the remaining, nonconverted portion of the Note beneficially owned by the result in such Holder or any a “person” or “group” (within the meaning of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d13(d)(3) of the Exchange Act) beneficially owning in excess of 19.99% of the outstanding shares of Class A Common Stock as of the date of this Certificate of Designation; or (ii) exceed 19.99% of the outstanding shares of Class A Common Stock and the Class B Common Stock, combined, as of the date of this Certificate of Designations (this restrictions set forth in this sentence, the “Ownership Limitation”). For purposes these purposes, beneficial ownership and calculations of this Section 14.13percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. If any Conversion Consideration otherwise due upon the conversion of any Convertible Preferred Stock is not delivered as a result of the Ownership Limitation, in determining the number of outstanding CommonClass A Shares, the Holder may rely on the number of outstanding CommonClass A Shares as reflected in (x) then the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-Kobligation to deliver such Conversion Consideration will not be extinguished, as the case may be, (y) a more recent public announcement by and the Company or (z) any subsequent notice by will deliver such Conversion Consideration as soon as reasonably practicable after the Issuer, Holder of such Convertible Preferred Stock provides written confirmation to the Company or that such delivery will not contravene the Company’s transfer agent setting forth the number Ownership Limitation. Any purported delivery of CommonClass shares of Class A Shares outstanding. Upon the written or oral request Common Stock upon conversion of the Holder, the Company shall promptly confirm in writing to the Holder the number of CommonClass A Shares then outstanding. In any case, the number of outstanding CommonClass A Shares shall Convertible Preferred Stock will be determined after giving void and have no effect to the conversion or exercise extent, and only to the extent, that such delivery would contravene the Ownership Limitation. The satisfaction, by a Holder of securities any Convertible Preferred Stock, of the requirements set forth in Section 10(c)(ii) to convert such Convertible Preferred Stock will be deemed to be a representation, by such Holder to the Company, including that the Note, by the Holder or its affiliates since the date as settlement of which such number of outstanding CommonClass A Shares was reported. Neither the Trustee nor the Conversion Agent shall be responsible for monitoring compliance with conversion in full and without regard to this Section 14.13 and, absent written direction from 10(f)(i) will not contravene the Issuer or Company to the contrary, may assume that any Conversion Notice complies with this restrictionOwnership Limitation.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this Article, any Holder of a Note who (together with such Holder's affiliates) purchases more than $10 million in aggregate principal amount of Notes in the initial resale by the Initial Purchasers shall not have the right to convert any Note to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s 's affiliates), as set forth on the applicable conversion notice, would beneficially own in excess of 9.994.99% of the number of CommonClass A Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of CommonClass A Common Shares beneficially owned by the Holder and its affiliates shall include the number of CommonClass A Common Shares issuable upon conversion of the Note with respect to which the determination of such sentence is being made, but shall exclude the number of CommonClass A Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 14.13, in determining the number of outstanding CommonClass A Common Shares, the Holder may rely on the number of outstanding CommonClass A Common Shares as reflected in (x) the Company’s 's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any subsequent notice by the Issuer, the Company or the Company’s 's transfer agent setting forth the number of CommonClass A Common Shares outstanding. Upon the written or oral request of the Holder, the Company shall promptly confirm in writing to the Holder the number of CommonClass A Common Shares then outstanding. In any case, the number of outstanding CommonClass A Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Note, by the Holder or its affiliates since the date as of which such number of outstanding CommonClass A Common Shares was reported. Neither the Trustee nor the Conversion Agent shall be responsible for monitoring compliance with this Section 14.13 and, absent written direction from the Issuer or Company to the contrary, may assume that any Conversion Notice complies with this restriction.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this ArticleCertificate of Designations, unless and until the Requisite Stockholder Approval is obtained, no shares of Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of any Holder, and no Convertible Preferred Stock of any Holder will be convertible, in each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would result in such Holder or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owning in excess of nineteen and ninety-nine-one-hundredths percent (19.99%) of the then-outstanding Stockholder Voting Power (the restrictions set forth in this sentence, the “Ownership Limitation”). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. Notwithstanding anything to the contrary herein, upon the written election of a Note holder of shares of Convertible Preferred Stock, no such holder of Convertible Preferred Stock shall not have be entitled to effect a conversion of any portion of its shares of Convertible Preferred Stock, to vote in its capacity as a holder of shares of Convertible Preferred Stock with respect to matters submitted to holders of the right to convert any Note Common Stock or take delivery of shares of Common Stock upon conversion of such shares of Convertible Preferred Stock, in each case, to the extent that, after giving effect to such conversion, the Holder (action or delivery, as applicable, such holder, together with the Holder’s affiliatesall other Attribution Parties (as defined below), as set forth on the applicable conversion notice, collectively would beneficially own in excess of 9.99% of the number of CommonClass A Shares shares of Common Stock outstanding immediately after giving effect to such conversionexercise (such percentage, subject to such modifications in accordance with, and subject to the limitations set forth in, this paragraph, the “Maximum Percentage”). For purposes of the foregoing sentence, the aggregate number of CommonClass A Shares shares of Common Stock beneficially owned by such holder and the Holder and its affiliates other Attribution Parties shall include the number of CommonClass A Shares shares of Common Stock held by the holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Note such shares of Convertible Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude the number shares of CommonClass A Shares Common Stock which would be issuable upon (Ai) conversion of the remaining, nonconverted unconverted portion of the Note such shares of Convertible Preferred Stock beneficially owned by the Holder such holder or any of its affiliates other Attribution Party and (Bii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Issuer Company beneficially owned by such holder or the Company (including, without limitation, any other Notes) Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Actparagraph. For purposes of this Section 14.13, in determining the number of outstanding CommonClass A Sharesshares of Common Stock the holder may acquire upon the conversion of shares of its Convertible Preferred Stock without exceeding the Maximum Percentage, the Holder such holder may rely on the number of outstanding CommonClass A Shares shares of Common Stock as reflected in (x1) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any subsequent other written notice by the Issuer, the Company or the Company’s transfer agent setting forth the number of CommonClass A Shares outstandingshares of Common Stock outstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Conversion Notice from a holder of Convertible Preferred Stock at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify such holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such holder’s beneficial ownership, as determined pursuant to this paragraph, to exceed the Maximum Percentage, such holder must notify the Company of a reduced number of shares of Convertible Preferred Stock to be converted pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holdera holder of Convertible Preferred Stock, where such request indicates that it is being made pursuant to this Certificate of Designation, the Company shall promptly within two (2) business days confirm orally and in writing or by electronic mail to the Holder such holder the number of CommonClass A Shares shares of Common Stock then outstanding. In any case, the number of outstanding CommonClass A Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Note, Company by the Holder or its affiliates such holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon the conversion of any of such holder’s shares of Convertible Preferred Stock results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding CommonClass A Shares was reported. Neither shares of Common Stock, the Trustee nor number of shares so issued by which such holder’s and the Conversion Agent other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be responsible for monitoring compliance with deemed null and void and shall be cancelled ab initio, and such holder 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 and/or any other shares of Convertible Preferred Stock have been purported to be converted or mandatorily converted in excess of the limitations set forth in this Section 14.13 andparagraph, absent written direction from the Issuer or Company shall return to the contraryHolder the number of shares of Convertible Preferred Stock corresponding to such excess. Upon delivery of a written notice to the Company, a holder of Convertible Preferred Stock may assume 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 that is not in excess of 19.99% (except that such increased percentage may exceed 19.99% in the event that (x) the Requisite Stockholder Approval is obtained or (y) the Company is not subject to rules of the relevant trading market limiting issuances of shares of Common Stock in excess of such amount) 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 holder of shares of Convertible Preferred Stock and the other Attribution Parties and not to any other holder of Convertible Preferred Stock. For purposes of clarity, the shares of Common Stock underlying such holder’s shares of Convertible Preferred Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange 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 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 paragraph or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation as contained in this paragraph may not be waived and shall apply to a successor holder of the Convertible Preferred Stock. The limitation contained in this paragraph shall apply to a holder from and after the delivery of such written election to the Company and shall cease to apply thereafter only upon sixty-one (61) days’ written notice from such holder to the Company of an election to increase or decrease or remove such limitation; provided, that such election to be subject to such limitation shall be irrevocable if the holder so electing specifies in writing to the Company that such election is irrevocable. For the avoidance of doubt, the limitation contained in this paragraph shall not apply to any holder that has not elected in writing to be subject to such limitation. As used in this Certificate of Designation with respect to any holder of Convertible Preferred Stock, “Attribution Parties” means, collectively, the following persons and entities: such holder, any of its Affiliates or principals, any person acting or who could be deemed to be acting as a group together with such holder or any of the foregoing for purposes of Section 13(d) of the Exchange Act, and any other persons whose beneficial ownership of the Common Stock would or could be aggregated with such holder’s and the other Attribution Parties’ for purposes of Section 13(d) of the Exchange Act. Any purported delivery of shares of Common Stock upon conversion of the Convertible Preferred Stock will be void and have no effect to the extent, but only to the extent, that such delivery would result in any Holder becoming the beneficial owner of shares of Common Stock outstanding at such time in excess of the Ownership Limitation or, if applicable, the Maximum Percentage. For the avoidance of doubt, a Holder may effect an Optional Conversion, and the Company may, upon exercise of its Mandatory Conversion Right, force conversion of, such Holder’s Convertible Preferred Stock, up to the Ownership Limitation or, if applicable, the Maximum Percentage, in each case subject to the immediately following paragraph and the other requirements of this Certificate of Designations applicable to such Optional Conversion or Mandatory Conversion, as applicable. If any Conversion Notice complies with this restrictionConsideration otherwise due upon the conversion of any Convertible Preferred Stock (whether upon Redemption, Mandatory Conversion or otherwise) is not delivered as a result of the Ownership Limitation or, if applicable, the Maximum Percentage, then the Company’s obligation to deliver such Conversion Consideration (the “Abeyance Shares”) will not be extinguished, and the Company will deliver the Abeyance Shares as soon as reasonably practicable after the Holder of such Convertible Preferred Stock provides written evidence satisfactory to the Company that such delivery will not contravene the Ownership Limitation or, if applicable, the Maximum Percentage. A Holder will provide such evidence as soon as reasonably practicable after its beneficial ownership is such that the Abeyance Shares may be delivered without contravening the Ownership Limitation or, if applicable, the Maximum Percentage. Until the Abeyance Shares have been delivered: (1) The number of Abeyance Shares shall be subject to adjustment as set forth in Section 10(f)(i)(1). (2) No dividend or other distribution on the Common Stock (whether in cash, securities or other property, or any combination of the foregoing) will be declared or paid on the Common Stock unless, at the time of such declaration and payment, an equivalent dividend or distribution is declared and paid, respectively, on the Abeyance Shares (such a dividend or distribution on the Abeyance Shares, an “Abeyance Dividend,” and such corresponding dividend or distribution on the Common Stock, the “Common Stock Abeyance Dividend”), such that (1) the Record Date and the payment date for such Abeyance Dividend occur on the same dates as the Record Date and payment date, respectively, for such Common Stock Abeyance Dividend and (2) the kind and amount of consideration payable per Abeyance Share in such Abeyance Dividend is the same kind and amount of consideration that would be payable in the Common Stock Abeyance Dividend. (3) The provisions of Section 10(e)(iv) and (v) will apply to the delivery of the Abeyance Shares, mutatis mutandis. (4) The Company will reserve, out of its authorized, unreserved and not outstanding shares of Common Stock, for delivery a number of shares of Common Stock that would be sufficient to settle the obligation to delivery of the Abeyance Shares. (5) In the event of any Common Stock Change Event, the Company’s obligation to deliver Abeyance Shares will be replaced by an obligation to deliver an equal number of Reference Property Units. For the avoidance of doubt, such converted Convertible Preferred Stock will be extinguished, will no longer accrue Regular Dividends and will not benefit from any Liquidation Preference.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this Article, any Holder of a Note shall not have the right to convert any Note to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially own in excess of 9.99% of the number of CommonClass A Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of CommonClass A Common Shares beneficially owned by the Holder and its affiliates shall include the number of CommonClass A Common Shares issuable upon conversion of the Note with respect to which the determination of such sentence is being made, but shall exclude the number of CommonClass A Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer or the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 14.13, in determining the number of outstanding CommonClass A Common Shares, the Holder may rely on the number of outstanding CommonClass A Common Shares as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any subsequent notice by the Issuer, the Company or the Company’s transfer agent setting forth the number of CommonClass A Common Shares outstanding. Upon the written or oral request of the Holder, the Company shall promptly confirm in writing to the Holder the number of CommonClass A Common Shares then outstanding. In any case, the number of outstanding CommonClass A Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Note, by the Holder or its affiliates since the date as of which such number of outstanding CommonClass A Common Shares was reported. Neither the Trustee nor the Conversion Agent shall be responsible for monitoring compliance with this Section 14.13 and, absent written direction from the Issuer or Company to the contrary, may assume that any Conversion Notice complies with this restriction.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this ArticleCertificate of Designations: (1) unless and until the Requisite Stockholder Approval is obtained, any Holder no shares of a Note shall not have the right to convert any Note to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable conversion notice, would beneficially own in excess of 9.99% of the number of CommonClass A Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of CommonClass A Shares beneficially owned by the Holder and its affiliates shall include the number of CommonClass A Shares issuable Common Stock will be issued or delivered upon conversion of the Note with respect to which the determination of such sentence is being made, but shall exclude the number of CommonClass A Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Note beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion Convertible Preferred Stock of any other securities Holder, and no Convertible Preferred Stock of any Holder will be convertible, in each case to the Issuer or extent, and only to the Company (includingextent, without limitationthat such issuance, any other Notes) subject to a limitation on delivery, conversion or exercise analogous to convertibility would result in such Holder (or a “person” or “group” (within the limitation contained herein, beneficially owned by the Holder or any meaning of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 14.13, beneficial ownership shall be calculated in accordance with Section 13(d13(d)(3) of the Exchange Act. For purposes ) including such Holder) beneficially owning in excess of nineteen and nine-tenths percent (19.9%) of the then-outstanding shares of Common Stock (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as outstanding for this Section 14.13purpose) (this restriction set forth in this clause (1), the “Exchange Ownership Limitation”); provided, however, that the Exchange Ownership Limitation shall not apply to a conversion in connection with and conditioned upon the completion of (A) a transfer by the Holder of the shares of Common Stock to be received upon such conversion, (B) a bona fide third party tender offer for the shares of Common Stock issuable upon such conversion, or (C) a Common Stock Change Event or a Change of Control if, in determining the number case of outstanding CommonClass A Shareseach of clauses (A), (B) or (C), such Holder and its Affiliates will not beneficially own or directly or indirectly hold following the Holder may rely on consummation of such specified event (and with respect to a Common Stock Change Event or Change of Control, measured with respect to the number of outstanding CommonClass A Shares as reflected in (x) surviving Person if other than the Company’s most recent Quarterly Report on Form 10) in excess of nineteen and nine-Q or Annual Report on Form 10tenths percent (19.9%) of the then-K, outstanding shares of Common Stock (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as the case may be, (y) a more recent public announcement by the Company or (z) any subsequent notice by the Issuer, the Company or the Company’s transfer agent setting forth the number of CommonClass A Shares outstandingoutstanding for this purpose). Upon the written or oral request of the Holder, the Company shall promptly within two (2) Business Days confirm in writing to the Holder the number of CommonClass A Shares then outstanding. In any case, shares of Common Stock and the number of shares of any other class of Voting Stock then outstanding; and (2) for any Holder that is a BOL Holder, no shares of Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of such BOL Holder, and no Convertible Preferred Stock of such BOL Holder will be convertible, in each case to the extent that such issuance, delivery, conversion or convertibility would result in such BOL Holder (or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) including such BOL Holder) beneficially owning in excess of nine and nine-tenths percent (9.9%) of the then-outstanding CommonClass A Shares shall be determined shares of Common Stock after giving effect to the conversion (this restriction set forth in this clause (2), the “Beneficial Ownership Limitation” and, together with the Exchange Ownership Limitation, the “Ownership Limitation”); provided that the Beneficial Ownership Limitation (x) may be increased, decreased or exercise of securities of terminated, in such BOL Holder’s sole discretion and solely with respect to such BOL Holder, upon not less than sixty one (61) days’ prior written notice to the Company by such BOL Holder and (y) shall terminate automatically on the date that is fifteen (15) days prior to a Mandatory Repurchase Date. By written notice delivered to the Company, including any Holder (a “BOL Holder”) may elect to be subject to the NoteBeneficial Ownership Limitation under this Section 10(h)(i)(2), by the Holder or its affiliates since the date as of which such number of outstanding CommonClass A Shares was reported. Neither the Trustee nor the Conversion Agent Beneficial Ownership Limitation shall be responsible for monitoring compliance with this Section 14.13 and, absent remain in effect as to such BOL Holder until such time as such written direction from the Issuer or Company notice is rescinded in writing upon sixty one (61) days’ written notice to the contrary, may assume that any Conversion Notice complies with this restrictionCompany by such BOL Holder.