Common use of Limitation on Conversion Clause in Contracts

Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note to the extent that, after such conversion, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder.

Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note anything to the extent thatcontrary contained herein, after such conversion, the sum of (1) the number of shares of Common Stock beneficially owned that may be acquired by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Investor upon any conversion of the unconverted portion of Purchased Shares (or otherwise in respect hereof) shall be limited to the Notes extent necessary to insure that, following such conversion (or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stockissuance), and (2) the total number of shares of Common Stock issuable upon conversion then beneficially owned by the Investor and his affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Investor’s for purposes of Section 13(d) of the Common Stock which are issuable upon Securities Exchange Act of 1934, as amended (the conversion “Exchange Act”), does not exceed 9.999% (the “Maximum Percentage”) of the Notes with respect to which the determination total number of this proviso is being made, would result in beneficial ownership by the Holder issued and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account including for such purpose the shares to be issued to the Holder of Common Stock issuable upon such conversion). For purposes of the proviso to the immediately preceding sentencesuch purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. Each surrender of 1934, as amended, except as otherwise provided in clause (1the certificate(s) representing any portion of the Purchased Shares for purposes of conversion pursuant to Section 2(b) of such sentence. The Holder, the Articles of Amendment (a “Conversion”) will constitute a representation by its acceptance of the Investor that it has evaluated the limitations set forth in this Note, further agrees paragraph and determined that if the Holder transfers or assigns any issuance of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient full number of other shares of Common Stock beneficially owned by the Holder so to be issued as to thereafter permit the continued conversion a result of such Conversion is permitted under this Noteparagraph. The provisions Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section 8(c1.5 shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company, the Investor shall have the right at any time and from time to time to reduce its Maximum Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999%, but (i) do any such waiver or decrease will not apply to any Holder who be effective until the 61st day after such notice is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard delivered to the conversion of this NoteCompany, and (ii) may be waived by agreement any such waiver or decrease will apply only to the Investor and not to any other holder of the Company and the HolderSeries A Preferred Stock.

Limitation on Conversion. Notwithstanding any other provision hereofthe provisions of this Note or the Subscription Agreement, in no event (except (i) as specifically provided herein in this Note as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock, or (iii) at the Holder’s option, on at least sixty-five (65) days advance written notice from the Holder) shall the Holder be entitled to convert any portion of this Note, or shall the Company Borrower have the obligation to convert issue shares upon such conversion of all or any portion of this Note to the extent that, after such conversion, conversion the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted nonconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants this Note or other rights to purchase Common StockStock or through the ownership of the unexercised portion of the Warrants (as defined in the Subscription Agreement) or other convertible securities), and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended1934 Act, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes this Note to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C) 2.4 as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder.

Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note (and the Company shall not have the right to pay interest hereon in shares of Common Stock) to the extent that, after such conversionconversion or issuance of stock in payment of interest, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.999.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C8(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder.

Limitation on Conversion. (a) Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of Notes or this Note, or shall the Company have the obligation to convert such Note Indenture to the extent thatcontrary, after such conversionany Notice of Conversion with respect to the Notes delivered by or on behalf of a Holder shall be deemed null and void to the extent, but only to the extent, the sum delivery of (1) the number of any shares of Common Stock (“Shares”) or any other securities otherwise deliverable upon such conversion would result in the Holder, in the aggregate, having “beneficial ownership” as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including ownership by attribution of any “group” of which the Holder is a member (“Beneficial Ownership”), in excess of the Beneficial Ownership Limitation (as defined below) of the number of outstanding securities of any class of the Company. For purposes of calculating 71 Beneficial Ownership, the aggregate number of Shares beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) shall include the number of shares of Common Stock Shares issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership but shall exclude the number of Shares which are issuable upon (i) conversion of the remaining, unconverted Notes beneficially owned by the Holder, and (ii) exercise, conversion or exchange of the unexercised, unconverted or unexchanged portion of any other securities of the Company beneficially owned by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares including, without limitation, any convertible or exchangeable notes, convertible stock or warrants) that are subject to be issued a limitation on conversion, exchange or exercise analogous to the limitation contained herein. Any purported delivery to any Holder of a number of Shares or any other securities upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any conversion of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject null and void and have no effect to the transferee’s extent, but only to the extent, that after such delivery, the Holder would have Beneficial Ownership of Shares or assignee’s specific agreement to be bound by securities in any class in excess of the Beneficial Ownership Limitation; provided that any delivery of Shares that would have been made but for the provisions of this Section 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein 11.12 shall preclude be made promptly upon the Holder from disposing notifying the Company that such delivery of a sufficient number Shares would no longer be prohibited under this Section 11.12. In the event that any Notice of other Conversion or delivery of shares shall be deemed null and void pursuant to this Section 11.12(a), the Company shall promptly notify the Trustee and, upon the delivery of Common Stock beneficially owned by an Officers’ Certificate with respect thereto, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so as surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to thereafter permit the continued conversion unconverted portion of this Note. The provisions of the Note after giving effect to this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder11.12(a).

Limitation on Conversion. (a) Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of Notes or this Note, or shall the Company have the obligation to convert such Note Indenture to the extent thatcontrary, after such conversionany Notice of Conversion with respect to the Notes delivered by or on behalf of a Holder shall be deemed null and void to the extent, but only to the extent, the sum delivery of (1) the number of any shares of Common Stock (“Shares”) or any other securities otherwise deliverable upon such conversion would result in the Holder, in the aggregate, having “beneficial ownership” as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including ownership by attribution of any “group” of which the Holder is a member (“Beneficial Ownership”), in excess of the Beneficial Ownership Limitation (as defined below) of the number of outstanding securities of any class of the Company. For purposes of calculating Beneficial Ownership, the aggregate number of Shares beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) shall include the number of shares of Common Stock Shares issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership but shall exclude the number of Shares which are issuable upon (i) conversion of the remaining, unconverted Notes beneficially owned by the Holder, and (ii) exercise, conversion or exchange of the unexercised, unconverted or unexchanged portion of any other securities of the Company beneficially owned by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares including, without limitation, any convertible or exchangeable notes, convertible stock or warrants) that are subject to be issued a limitation on conversion, exchange or exercise analogous to the limitation contained herein. Any purported delivery to any Holder of a number of Shares or any other securities upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any conversion of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject null and void and have no effect to the transferee’s extent, but only to the extent, that after such delivery, the Holder would have Beneficial Ownership of Shares or assignee’s specific agreement to be bound by securities in any class in excess of the Beneficial Ownership Limitation; provided that any delivery of Shares that would have been made but for the provisions of this Section 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein 11.12 shall preclude be made promptly upon the Holder from disposing notifying the Company that such delivery of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of Shares would no longer be prohibited under this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder11.12.

Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note to the extent that, after such conversion, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder.

Limitation on Conversion. Notwithstanding any other provision hereofthe conversion rights under the Convertible Instruments and exercise rights under the Warrants, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder Purchasers be entitled at any one time to convert any portion of this Notethe Convertible Instruments or exercise any portion of the Warrants, in excess of that portion of the Convertible Instruments or shall the Company have the obligation to convert such Note to the extent thatWarrants upon conversion and exercise, after such conversionas applicable, of which the sum of (1a) the number of shares of Common Stock beneficially owned by the Holder Purchasers and its affiliates their Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the Convertible Instruments and unexercised portion of warrants the Warrants, or other rights derivative securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to purchase Common Stockthat set forth herein), and (2b) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes portion of the Convertible Instruments or issuable upon exercise of the portion of the Warrants with respect to which the this determination of this proviso is being made, would result in beneficial ownership by the Holder Purchasers and its affiliates their Affiliates of more than 4.999.99% of the outstanding shares of Common Stock (after taking into account the shares giving effect to be issued to the Holder upon such conversion)conversion or exercise. For purposes of the proviso to the immediately preceding sentencehereof, beneficial ownership shall be determined in accordance with Section 13(d) Rule 13d-3 of the Securities Exchange Act of 1934, as amendedand Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentenceherein. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would foregoing limitation shall not be considered such an affiliate, such assignment apply and shall be made subject to the transferee’s of no further force or assignee’s specific agreement to be bound by the provisions of this Section 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c) effect (i) do not apply to immediately preceding and upon any Holder who is the beneficial owner consummation of 5% any Sale Event, or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement following the occurrence of any Event of Default which is not cured within the greater of the time period specified in either (A) a written notice delivered from the Purchasers to the Company and the Holderor (B) any applicable grace period."

Limitation on Conversion. Notwithstanding any other provision hereofthe above, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note to the extent that, after such conversion, Debenture in excess of that portion of this Debenture upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its any applicable affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes Debentures, the unexercised Warrants or the unexercised or unconverted portion of any other convertible securities or security of the unexercised portion of warrants Borrower subject to a limitation on conversion or other rights exercise analogous to purchase Common Stock), the limitations contained herein) and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes portion of this Debenture with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion"4.99% LIMITATION"). For purposes of the proviso to the immediately preceding sentence, (i) beneficial ownership shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedand Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso to the immediately preceding sentence. The Holder, by its acceptance of this Note, further agrees that and PROVIDED THAT the 4.99% Limitation shall be conclusively satisfied if the Holder transfers or assigns any applicable Notice of the Notes to Conversion includes a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned signed representation by the Holder so as to thereafter permit that the continued conversion of this Note. The provisions of this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more issuance of the outstanding Common Stock shares in such Notice of Conversion will not violate the 4.99% Limitation, and the Company without regard shall not be entitled to the conversion require additional documentation of this Note, and (ii) may be waived by agreement of the Company and the Holdersuch satisfaction.

Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note (and the Company shall not have the right to pay interest hereon in shares of Common Stock) to the extent that, after such conversionconversion or issuance of stock in payment of interest, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C8(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(cparagraph 8(b) (i) do shall not apply to any Holder who is holder who, immediately prior to the purchase of this Note, would be deemed to be the beneficial owner of 5% or more of the issued and outstanding Common Stock shares of the Company’s common stock. This paragraph 8(b) shall terminate in the event (i) the Company without regard to no longer has a class of equity securities registered under Section 12(g) of the conversion of this NoteExchange Act, and (ii) may be waived by agreement the Company is no longer a reporting company under Section 13(a) or 15(d) of the Company and Exchange Act, or (iii) at the Holdersole election of the Holder hereof.

Limitation on Conversion. Notwithstanding The Company shall not effect any other provision hereofconversion of a Security, and no Holder or any holder of an interest in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of Security shall have the shares of the Company’s Common Stock) shall the Holder be entitled right to convert any portion of this Notesuch Security, or shall the Company have the obligation to convert such Note to the extent that, that after giving effect to such conversion, such Holder or holder (together with such Holder's or holder's Affiliates) would beneficially own in excess of 4.99% of the sum number of shares of Common Stock outstanding immediately after giving effect to such conversion (1) the "CONVERSION LIMITATION"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder or holder of an interest in a Security and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes a Security with respect to which the determination of this proviso such sentence is being made, would result in beneficial ownership by but shall exclude the Holder and its affiliates number of more than 4.99% of the outstanding shares of Common Stock which would be issuable upon (after taking into account A) conversion of the shares remaining, nonconverted portion of any Security beneficially owned by such Holder or holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to be issued a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder upon such conversion)or holder or any of its Affiliates. For Except as set forth in the preceding sentence, for purposes of the proviso to the immediately preceding sentencethis Section, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentenceAct. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions For purposes of this Section 4(C) as if such transferee or assignee were 12.15, in determining the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other outstanding shares of Common Stock, such Holder or holder may rely on the number of outstanding shares of Common Stock beneficially owned as reflected in (x) the Company's most recent annual, quarterly or current report on Form 10-K, 10-Q or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Holder so or a holder of an interest in a Security, the Company shall within two Business Days confirm orally and in writing to such Holder or holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any Security, by such Holder or holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to thereafter permit the continued conversion Company, any Holder or holder of this Note. The provisions an interest in a Security may increase or decrease the Conversion Limitation to any other percentage not in excess of this Section 8(c) 9.99% specified in such notice; provided, that (i) do any such increase will not apply to any Holder who be effective until the 61st day after such notice is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard delivered to the conversion of this NoteCompany, and (ii) may any such increase or decrease will apply only to the Holder or holder sending such notice and not to any other Holder or holder of Securities. Notwithstanding the foregoing, the Conversion Limitation shall not be waived by agreement applicable (i) on any of the Company ten Trading Days up to and including the HolderStated Maturity, or (ii) during the Fundamental Change Purchase/Conversion Period.

Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note (and the Company shall not have the right to pay interest hereon in shares of Common Stock) to the extent that, after such conversionconversion or issuance of stock in payment of interest, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C8(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii8(b) may be waived in writing by agreement of the Company Holder and the HolderCompany.

Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note to the extent that, after such conversion, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion of the Notes with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the Holder transfers or assigns any of the Notes to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 4(C8(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c8(b) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder.