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 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. Notwithstanding subsection (a) above, the Company shall not effect any other provision hereofconversion of the Securities or otherwise issue shares of Common Stock pursuant to subsection (a) above, in and no event Holder of the Securities will be permitted to convert any Securities into Common Stock to the extent that such conversion would cause such Holder (except together with such Holder’s Affiliates) to: (i) beneficially own, as specifically provided herein defined in Rule 13d-3 of the Exchange Act, in excess of 9.9% of the Common Stock outstanding immediately after giving effect to such conversion (hereinafter referred to as an exception to this provision, or the “Securities Conversion Blocker”); or (ii) while there is outstanding a tender offer for any or all hold in excess of 24.9% of the shares Common Stock outstanding (hereinafter referred to as the “OTS Conversion Blocker”). For purposes of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Noteabove subsection (i), 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 or held by the a 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) Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Securities (and any other securities that are exercisable for, exchangeable for or convertible into Common Stock which are issuable upon the conversion of the Notes and held by such Holder and its Affiliates) with respect to which a conversion notice has been given, but shall exclude the determination number 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 which would be issuable upon (after taking into account I) conversion of the shares remaining, unconverted portion of the Securities beneficially owned by such Holder or any of its Affiliates, and (II) exercise, exchange or conversion of the unexercised, unexchanged or unconverted portion of any other securities of the Company beneficially owned by such Holder or any of its Affiliates that are subject to be issued a limitation on conversion or exercise analogous to the Holder upon such conversion)limitation contained herein. For Except as set forth in the preceding sentence, for purposes of the proviso to the immediately preceding sentencethis Section 12.01, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934. For purposes of the above subsections (i) and (ii), as amendedin determining the number of outstanding shares of Common Stock, 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 may rely on 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 outstanding shares of Common Stock beneficially owned as reflected in the most recent of (x) the Company’s most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y) a public announcement by the Company or (z) notice by the Company or the transfer agent for the Common Stock setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within one (1) Business Day confirm in writing to any Holder so as to thereafter permit the continued conversion number of this Noteshares of Common Stock then outstanding. The provisions of this Section 8(c) Notwithstanding the limitations in (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) of this subsection (b), by written notice to the Company, a Holder may increase or decrease the Securities Conversion Blocker to any other percentage specified in such notice and/or waive the OTS Blocker, in each case, provided that (1) any such change will not be waived effective until the later to occur of: (A) the one-year anniversary of such notice having been given by agreement of such Holder to the Company and (B) receipt of all approvals, if any, of the Appropriate Federal Banking Agency, and other regulatory authorities required in connection with any such waiver by such Holder; and (2) any such change will apply only to the Holder that gave notice (and its Affiliates) and not to any other Holder of the Securities.

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 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 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. (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 Shares would no longer be prohibited under this Section 11.12. (b) The Beneficial Ownership Limitation shall initially be 9.9%. (c) A Holder shall inform the Company on or prior to the date that such Holder delivers any Notice of Conversion with respect to the Notes of the number of Shares or other shares relevant class of Common Stock securities of the Company then beneficially owned by such Holder if the conversion related to such Notice of Conversion could result in such Holder so as having Beneficial Ownership of Shares or securities in any class in excess of the Beneficial Ownership Limitation. (d) By written notice to thereafter permit the continued conversion Company, a Holder may from time to time increase or decrease the Beneficial Ownership Limitation applicable to such Holder to any other percentage specified in such notice; provided that any such increase or decrease will not be effective until the sixty-fifth (65th) day after such notice is delivered to the Company unless such notice was received no later than the time of this Note. the original issuance of the Notes, in which case it will be effective from the time of the original issuance of the Notes with respect to such Holder. (e) The provisions of this Section 8(c11.12 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained and the Shares underlying the Notes in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by any Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. (if) do not apply Neither the Company nor the Trustee shall at any time be under any duty or responsibility to any Holder who is to determine the beneficial owner of 5% or more Holder’s Beneficial Ownership of the outstanding Common Stock Shares or any class of securities and neither the Company without regard nor the Trustee shall have any liability to any Holder in connection with the conversion provisions of this Note, and (ii) may be waived by agreement of the Company and the HolderSection 11.12.

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 (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. (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 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 by the Holder and its affiliates (other than shares of Common Stock which that may be deemed beneficially owned through the ownership acquired by any Holder upon any conversion of Series D Preferred Stock (or otherwise in respect of the unconverted portion of Series D Preferred Stock) 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 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 then beneficially owned by the such Holder and its affiliates Affiliates and any other Persons whose beneficial ownership of more than 4.99% Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the “Maximum Percentage”) of the total number of issued and 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, (i) beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934and the rules and regulations promulgated thereunder, as amended, except as otherwise provided in clause and (1ii) of such sentence. The Holder, by its acceptance of this Note, further agrees that if the no Holder transfers or assigns any shall be allowed to assert beneficial ownership of the Notes to securities of the Corporation in combination with one or more other Holders for purposes of asserting that the Maximum Percentage has been reached. Each delivery of a party who or which would not be considered Conversion Notice by a Holder will constitute a representation by such an affiliate, Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Underlying Shares requested in such assignment shall be made subject Conversion Notice is permitted under this paragraph. By written notice to the transferee’s or assignee’s specific agreement to be bound by Corporation, any Holder may waive the provisions of this Section 4(C) as if or increase or decrease the Maximum Percentage to any other percentage specified in 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) notice, but (i) do any such waiver or 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 NoteCorporation, and (ii) any such waiver or increase or decrease will apply only to such Holder and not to any other Holder. (b) Notwithstanding anything to the contrary contained herein, the maximum number of shares of Common Stock that the Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date equals 19.99% of the outstanding shares of Common Stock immediately preceding the Closing Date (the “Issuable Maximum”), unless the Company obtains shareholder approval, if required, in accordance with the rules and regulations of such Trading Market. If, at the time any Holder requests a conversion of any of the Series D Preferred Stock, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not previously obtained the required shareholder approval), then the Company shall issue to the Holder requesting such exercise a number of shares of Common Stock not exceeding such Holder’s pro-rata portion of the Issuable Maximum (based on such Holder’s share (vis-à-vis other Holders) of the aggregate purchase price paid under the Purchase Agreement and taking into account any Series D Preferred Stock previously issued to such Holder). For the purposes hereof, “Actual Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise and/or conversion in full of all Warrants and Shares, without giving effect to any limits on the number of shares of Common Stock that may be waived owned by agreement of the Company and the Holdera Holder at any one time.

Limitation on Conversion. Notwithstanding The Payee (including any other provision hereofsuccessor, in no event (except (i) as specifically provided herein as an exception to this provision, transferee or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stockassignee) shall not have the Holder be entitled right to convert any portion of this Note, or shall the Company have the obligation to convert such Note to the extent that, that after giving effect to such conversion, the sum Payee (together with the Payee's affiliates) would beneficially own in excess of 9.99% (1the "Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder Payee 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 the 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 such sentence is being made, but shall exclude the number of shares Of the Common Stock which would result in beneficial ownership be issuable upon (i) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder Payee or any of its affiliates, and its affiliates of more than 4.99% (ii) conversion of the outstanding shares unconverted or nonconverted portion of Common Stock any other securities of the Company (after taking into account including, without limitation, any other notes of the shares Company) subject to be issued a limitation on conversion analogous to the Holder upon such conversion)limitation contained herein beneficially owned by the Payee or any of its affiliates. For Except as set forth in the preceding sentence, for purposes of the proviso to the immediately preceding sentencethis paragraph, 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 sentence. The Holder, by its acceptance For purposes of this Noteparagraph, further agrees that if in determining the Holder transfers or assigns any number of outstanding shares of the Notes to Common Stock, the Payee may rely on the number of outstanding shares of the Common Stock as reflected in (x) the Company's most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y) 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 more recent public announcement by the provisions of this Section 4(CCompany, or (z) as if such transferee any other notice by the Company or assignee were the original Holder hereof. Nothing herein shall preclude Transfer Agent setting forth the Holder from disposing of a sufficient number of other shares of the Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Noteoutstanding. The provisions of this Section 8(c) (i) do not apply to For any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock reason at any time, during regular business hours of the Company without regard and upon the written request of the Payee, the Company shall within two business days confirm in writing to the Payee the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion of securities of the Company, including this Note, by the Payee or its affiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By written notice to the Company, the Payee may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (A) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (iiB) may be waived by agreement of any such increase or decrease will apply only to the Company Payee and the Holdernot to any other party.

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 Shares would no longer be prohibited under this Section 11.12. In the event that any Notice of 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 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 surrendered a sufficient new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the Note after giving effect to this Section 11.12(a). (b) The Beneficial Ownership Limitation shall initially be 9.9%. (c) A Holder shall inform the Company on or prior to the date that such Holder delivers any Notice of Conversion with respect to the Notes of the number of Shares or other shares relevant class of Common Stock securities of the Company then beneficially owned by such Holder if the conversion related to such Notice of Conversion could result in such Holder so as having Beneficial Ownership of Shares or securities in any class in excess of the Beneficial Ownership Limitation. (d) By written notice to thereafter permit the continued conversion Company, a Holder may from time to time increase or decrease the Beneficial Ownership Limitation applicable to such Holder to any other percentage specified in such notice; provided that any such increase or decrease will not be effective until the sixty-fifth (65th) day after such notice is delivered to the Company unless such notice was received no later than the time of this Note. the original issuance of the Notes, in which case it will be effective from the time of the original issuance of the Notes with respect to such Holder. (e) The provisions of this Section 8(c11.12 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained and the Shares underlying the Notes in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by any Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. (if) do not apply Neither the Company nor the Trustee shall at any time be under any duty or responsibility to any Holder who is to determine the beneficial owner of 5% or more Holder’s Beneficial Ownership of the outstanding Common Stock Shares or any class of securities and neither the Company without regard nor the Trustee shall have any liability to any Holder in connection with the conversion provisions of this Note, and (ii) may be waived by agreement of the Company and the HolderSection 11.12.

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 (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(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. (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 this Note, or shall the Company have the obligation to convert such Note anything to the extent that------------------------ contrary 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 upon any conversion of Common Stock which may this Debenture shall be deemed beneficially owned through limited to ensure that, following such conversion, 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 total 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 then beneficially owned by the such Holder and its affiliates Affiliates and any other Persons whose beneficial ownership of more than 4.99Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (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 delivery of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, a Conversion Notice by its acceptance of this Note, further agrees that if the Holder transfers or assigns any will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the Notes to a party who or which would not be considered full number of Underlying Shares requested in such an affiliate, such assignment shall be made subject Conversion Notice is permitted under this paragraph. By written notice to the transferee’s or assignee’s specific agreement to be bound by Company, the Holder may waive 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) Section, but (i) do any such waiver 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) any such waiver will apply only to the Holder and not to any other holder of Debentures. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be waived acquired by agreement the Holder upon any conversion of this Debenture shall be limited to ensure that, following such conversion, the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Company Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the Holderrules and regulations promulgated thereunder. Each delivery of a Conversion Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Underlying Shares requested in such Conversion Notice is permitted under this paragraph. By written notice to the Company, the Holder may waive the provisions of this Section, but (i) any such waiver will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Debentures. (c) The aggregate number of shares of Common Stock that may be acquired by the Holders upon conversion or redemption of this Debenture and exercise of the Warrant (as defined in the Purchase Agreement) shall be limited to ensure that, following such conversion, redemption or exercise, as the case may be, the total aggregate number of shares of Common Stock issued to the Holders does not exceed 19.999% of the total number of issued and outstanding shares of Common Stock at the time of Closing (as adjusted for any dividends, splits or combinations).

Limitation on Conversion. Notwithstanding The Company shall not effect any other provision hereofconversion of a Security, in and 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 Holder 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, a Holder (together with such 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 a 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) Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Common Stock which are issuable upon the conversion a Security in respect of the Notes 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 Securities beneficially owned by such 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 any of its Affiliates. For Except as set forth in the preceding sentence, for purposes of the proviso to the immediately preceding sentencethis Section 4.13, 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 4.13, 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, a Holder may rely on the number of outstanding shares of Common Stock beneficially owned as reflected in (x) the Company’s most recent Form 10-K, 10-Q or Form 8-K, 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 the a Holder, the Company shall within one Business Day confirm orally and in writing to such Holder so 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 a Holder or its Affiliates since the date as to thereafter permit of which such number of outstanding shares of Common Stock was reported. Notwithstanding the continued conversion of this Note. The provisions of this Section 8(c) foregoing, the Conversion Limitation shall not be applicable (i) do not apply on any of the ten Trading Days up to and including the Final Maturity Date, or (ii) “in connection with” a Fundamental Change (as determined in accordance with Section 4.01(d). By written notice to the Company, a Holder may increase or decrease the Conversion Limitation to any Holder who other percentage not in excess of 9.99% specified in such notice; provided that (x) any such increase will not be effective until the sixty-first (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 (iiy) may be waived by agreement any such increase or decrease will apply only to the Holder and not to any other Holder of the Company and the HolderSecurities.

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. (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 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 by the Holder and its affiliates (other than shares of Common Stock which that may be deemed beneficially owned through the ownership acquired by any Holder upon any conversion of Preferred Stock (or otherwise in respect of the unconverted portion of Preferred Stock) 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 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 then beneficially owned by the such Holder and its affiliates Affiliates and any other Persons whose beneficial ownership of more than 4.99% Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Maximum Percentage") of the total number of issued and 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 delivery of 1934, as amended, except as otherwise provided a Conversion Notice by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in clause (1) of such sentence. The Holder, by its acceptance of 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 full number of Underlying Shares requested in such an affiliate, such assignment shall be made subject Conversion Notice is permitted under this paragraph. By written notice to the transferee’s or assignee’s specific agreement to be bound by Company, any Holder may waive the provisions of this Section 4(Cor increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) as if any such transferee waiver or assignee were increase will not be effective until the original 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to such Holder hereof. Nothing herein shall preclude and not to any other Holder. (b) Notwithstanding anything contained to the Holder from disposing of a sufficient contrary herein, the number of other shares of Common Stock that may be acquired by any Holder upon any conversion of Preferred Stock (or otherwise in respect of the Preferred Stock) shall be limited to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of this Note after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder so as or an affiliate thereof, the Holder shall have the authority and obligation to thereafter permit determine whether the continued conversion of this Note. The provisions of restriction contained in this Section 8(c14(b) (iwill limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section 14(b) do not apply to any Holder who is applies, the beneficial owner of 5% or more determination of the outstanding Common extent to which the Preferred Stock is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice or the Company is requiring conversion pursuant to Section 9(b) in either case, that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion of this Note, and (ii) may for the maximum amount permitted to be waived by agreement of the Company and the Holderconverted on such Conversion Date.

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.