Common use of Limitation on Conversion Clause in Contracts

Limitation on Conversion. Notwithstanding anything herein to the contrary, prior to the receipt of the Stockholder Approval, the Warrants Beneficially Owned by any such holder of Warrants or its Affiliates may not be converted pursuant to this Section 2 to the extent that after giving effect to such conversion, such holder and its Affiliates would Beneficially Own, in the aggregate, in excess of 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Cap”); provided, further, that for purposes of determining the Conversion Cap pursuant to any provision of this Agreement, the aggregate number of shares of Common Stock Beneficially Owned by a holder of Warrants or any of its respective Affiliates shall include (i) the number of shares of Common Stock Beneficially Owned by such holder or any of its respective Affiliates as a result of prior conversion of Convertible Preferred Stock or Warrants (excluding shares of Common Stock that could be acquired upon conversion of the such Convertible Preferred Stock or Warrants) plus (ii) the number of shares of Common Stock issuable upon the conversion of the Warrants with respect to which the determination of the immediately preceding proviso is being made. Notwithstanding anything herein to the contrary, (x) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs within six months of the date hereof, then no Warrants may be converted into Common Stock until the earlier of (1) the receipt of the Stockholder Approval and (2) the date that is six months after the date hereof and (y) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs after the date that is six months after of the date hereof, then prior to the occurrence of the first vote of the stockholders of the Company with respect to the Stockholder Approval, no Warrants may be converted into Common Stock.

Limitation on Conversion. Notwithstanding anything herein in this Certificate of Designations to the contrary, prior to unless and until the receipt of the Requisite Stockholder Approval, the Warrants Beneficially Owned by any such holder of Warrants or its Affiliates may not be converted pursuant to this Section 2 Approval (to the extent that after giving effect and only to such conversionthe extent required under the listing rules of NASDAQ) is obtained, such holder the Holders shall not have the right to acquire shares of Series B-1 Preferred Stock issuable upon conversion of the Series B-2 Preferred Stock, and its Affiliates would Beneficially Own, in the aggregateCompany shall not be required to issue shares of Series B-1 Preferred Stock issuable upon conversion of the Series B-2 Preferred Stock, in excess of 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion Share Cap (the “Conversion Restriction”). Any purported delivery of shares of Series B-1 Preferred Stock upon conversion of any Series B-2 Preferred Stock will be void and have no effect to the extent, and only to the extent, that such delivery would result in issuance of shares of Series B-1 Preferred in excess of the Share Cap in violation of the listing rules of Nasdaq. Notwithstanding the foregoing, for any conversion following the six-month anniversary of the Original Issuance Date, in the case of a conversion pursuant to Section 6, Section 7 or this Section 8, the Holder or the Company, as applicable, may request a conversion of a number of shares of Series B-2 Preferred Stock that would result in the issuance of shares that, but for the Conversion Restriction, would exceed the Share Cap; provided, that, in lieu of any shares of Series B-1 Preferred Stock otherwise deliverable upon conversion that would, but for the Conversion Restriction, exceed the Share Cap, the Company shall instead deliver to the requisite Holder an amount of cash per share of such Series B-1 Preferred Stock equal to the product of (x) the VWAP per share of Class A Common Stock on the Trading Day immediately preceding the Conversion Date, multiplied by (y) the Series B-1 Preferred Conversion Rate as in effect on such Trading Day (such payment, a “Cash Payment”), payable within not more than thirty (30) days following the applicable Conversion Date (such date, the “Cash Payment Deadline”); provided, however, that the Holder may not request the conversion of shares in excess of the Share Cap prior to the earlier to occur of (A) the Restricted Period Termination Date (as such term is defined in the Investment Agreement) and (B) if any, a Restricted Period Early Termination Event (as such term is defined in the Investment Agreement) following which the transfer restrictions in Section 5.3(a) of the Investment Agreement are not applicable to 100% of the Prohibited Shares (as such term is defined in the Investment Agreement) (following which the Holder may request conversion of shares that would, but for the Conversion Restriction, exceed the Share Cap, which shall be treated in accordance with the forgoing proviso); provided, further, that, for any conversion that would, but for purposes of determining the Conversion Restriction, exceed the Share Cap pursuant to any provision that is in connection with a Change of this AgreementControl, in lieu of the price per share payable in accordance with the foregoing, the aggregate number Company shall instead deliver to the requisite Holder, at the same time as such consideration is delivered to the holders of shares Class A Common Stock, the consideration received by the holders of Class A Common Stock Beneficially Owned by a holder in respect of Warrants or any each share of its respective Affiliates shall include (i) the number of shares of Common Stock Beneficially Owned by such holder or any of its respective Affiliates as a result of prior conversion of Convertible Preferred Stock or Warrants (excluding shares of Common Stock that could be acquired upon conversion of the such Convertible Preferred Stock or Warrants) plus (ii) the number of shares of Class A Common Stock issuable upon the conversion of the Warrants with respect to which the determination all of the immediately preceding proviso Preferred Conversion Shares in excess of the Share Cap, and if such payment is being made. Notwithstanding anything herein in violation of the Nasdaq listing rules applicable to the contraryCompany, (x) if the first vote Company shall instead deliver to the Holder converting shares in excess of the stockholders Share Cap that would be in violation of the Company with respect Nasdaq listing rules cash in an amount equal to the Stockholder Approval occurs within six months Fair Market Value of the date hereof, then no Warrants may be converted into Common Stock until the earlier of (1) the receipt of the Stockholder Approval and (2) the date that is six months after the date hereof and (y) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs after the date that is six months after of the date hereof, then prior to the occurrence of the first vote of the stockholders of the Company with respect to the Stockholder Approval, no Warrants may be converted into Common Stocksuch consideration.

Limitation on Conversion. Notwithstanding anything herein Able shall not be entitled to the contraryconvert or exercise any security of RxBazaar convertible into or exercisable for shares of RxBazaar Common Stock, prior to the receipt including without limitation any options, warrants, Notes or Series A Preferred Stock ("RxBazaar Convertible Securities"), unless and until such time as it beneficially owns (as determined in accordance with Section 13(d) of the Stockholder ApprovalSecurities Exchange Act and the rules thereunder) less than 4.9% of the then issued and outstanding shares of RxBazaar Common Stock, the Warrants Beneficially Owned by any such holder of Warrants or its Affiliates may and thereafter Able shall not be converted pursuant entitled to this Section 2 convert or exercise any RxBazaar Convertible Securities if and to the extent that after giving effect to such conversion, such holder conversion or exercise would result in Able beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act and its Affiliates would Beneficially Own, in the aggregate, rules thereunder) in excess of 19.994.9% of the then issued and outstanding shares of RxBazaar Common Stock outstanding immediately Stock, including shares issuable upon conversion or exercise of such RxBazaar Convertible Securities held by Able after giving effect application of this Paragraph. Nothing contained herein shall be deemed to restrict the right of Able to convert or exercise any RxBazaar Convertible Securities at such time as such conversion (will not violate the “Conversion Cap”); provided, further, that for purposes of determining the Conversion Cap pursuant to any provision provisions of this AgreementParagraph. The provisions of this Paragraph may be waived by Able upon not less than 75 days prior written notice to RxBazaar, whereupon the aggregate provisions of this Paragraph shall continue to apply until such 75th day (or such later date as may be stated in the notice of waiver). If Able should deliver an exercise or conversion notice for any RxBazaar Convertible Securities that would result in the issuance of securities in excess of the amount permitted hereunder, RxBazaar shall notify Able of this fact, and shall honor the conversion for the maximum number of shares of Common Stock Beneficially Owned by a holder of Warrants or any of its respective Affiliates shall include (i) the number of shares of Common Stock Beneficially Owned by such holder or any of its respective Affiliates as a result of prior conversion of Convertible Preferred Stock or Warrants (excluding shares of Common Stock that could be acquired upon conversion of the such Convertible Preferred Stock or Warrants) plus (ii) the number of shares of Common Stock issuable upon the conversion of the Warrants with respect convertible security permitted to which the determination of the immediately preceding proviso is being made. Notwithstanding anything herein to the contrary, (x) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs within six months of the date hereof, then no Warrants may be converted into Common Stock until on such date in accordance with the earlier terms of (1) this Agreement and return the receipt of the Stockholder Approval and (2) the date that is six months after the date hereof and (y) if the first vote of the stockholders of the Company with respect excess RxBazaar Convertible Securities to the Stockholder Approval occurs after the date that is six months after of the date hereof, then prior to the occurrence of the first vote of the stockholders of the Company with respect to the Stockholder Approval, no Warrants may be converted into Common StockAble.

Limitation on Conversion. Notwithstanding anything herein in this Certificate of Designations to the contrary, prior to unless and until the receipt of the Requisite Stockholder Approval, the Warrants Beneficially Owned by any such holder of Warrants or its Affiliates may not be converted pursuant to this Section 2 Approval (to the extent that after giving effect and only to such conversionthe extent required under the listing rules of NASDAQ) is obtained, such holder the Holders shall not have the right to acquire shares of Common Stock issuable upon conversion of the Series A Preferred Stock, and its Affiliates would Beneficially Own, in the aggregateCompany shall not be required to issue shares of Common Stock issuable upon conversion of the Series A Preferred Stock, in excess of 19.99% the Share Cap (the “Conversion Restriction”). Any purported delivery of the shares of Common Stock outstanding immediately after giving upon conversion of any Series A Preferred Stock will be void and have no effect to the extent, and only to the extent, that such delivery would result in issuance of shares of Common Stock in excess of the Share Cap in violation of the listing rules of Nasdaq. Notwithstanding the foregoing, for any conversion following the six-month anniversary of the Original Issuance Date, in the case of a conversion pursuant to Section 6, Section 7 or this Section 8, the Holder or the Company, as applicable, may request a conversion of a number of shares of Series A Preferred Stock that would result in the issuance of shares that, but for the Conversation Restriction, would exceed the Share Cap; provided, that, in lieu of any shares of Class A Common Stock otherwise deliverable upon conversion that would, but for the Conversion Restriction, exceed the Share Cap, the Company shall instead deliver to the requisite Holder an amount of cash per share of such Class A Common Stock equal to the VWAP per share of Class A Common Stock on the Trading Day immediately preceding the Conversion Date (such payment, a “Cash Payment”), payable within not more than thirty (30) days following the applicable Conversion Date (such date, the “Cash Payment Deadline”); provided, however, that the Holder may not request the conversion of shares in excess of the Share Cap prior to the earlier to occur of (A) the Restricted Period Termination Date (as such term is defined in the Investment Agreement) and (B) if any, a Restricted Period Early Termination Event (as such term is defined in the Investment Agreement) following which the transfer restrictions in Section 5.3(a) of the Investment Agreement are not applicable to 100% of the Prohibited Shares (as such term is defined in the Investment Agreement) (following which the Holder may request conversion of shares that would, but for the Conversion Cap”Restriction, exceed the Share Cap which shall be treated in accordance with the forgoing proviso); provided, further, that, for any conversion that would, but for purposes the Conversation Restriction, exceed the Share Cap that is in connection with a Change of determining Control, in lieu of the Conversion Cap pursuant to any provision of this Agreementpurchase price per share payable in accordance with the foregoing, the aggregate number Company shall instead deliver to the requisite Holder, at the same time as such consideration is delivered to the holders of shares Class A Common Stock, the consideration received by the holders of Class A Common Stock Beneficially Owned by a holder of Warrants or any of its respective Affiliates shall include (i) the number of shares of Common Stock Beneficially Owned by in respect thereof, and if such holder or any of its respective Affiliates as a result of prior conversion of Convertible Preferred Stock or Warrants (excluding shares of Common Stock that could be acquired upon conversion payment is in violation of the such Convertible Preferred Stock or Warrants) plus (ii) Nasdaq listing rules applicable to the number of Company, the Company shall instead deliver to the Holder converting shares of Common Stock issuable upon the conversion in excess of the Warrants with respect to which the determination Share Cap that would be in violation of the immediately preceding proviso is being made. Notwithstanding anything herein Nasdaq listing rules cash in an amount equal to the contrary, (x) if the first vote Fair Market Value of the stockholders of the Company with respect to the Stockholder Approval occurs within six months of the date hereof, then no Warrants may be converted into Common Stock until the earlier of (1) the receipt of the Stockholder Approval and (2) the date that is six months after the date hereof and (y) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs after the date that is six months after of the date hereof, then prior to the occurrence of the first vote of the stockholders of the Company with respect to the Stockholder Approval, no Warrants may be converted into Common Stocksuch consideration.

Limitation on Conversion. (a) Notwithstanding anything herein to the contrarycontrary contained herein, prior to the receipt number of shares of Common Stock that may be acquired by any Holder upon any conversion of Series C Preferred Stock (or otherwise in respect of the Stockholder Approval, the Warrants Beneficially Owned by any such holder of Warrants or its Affiliates may not Series C Preferred Stock) shall be converted pursuant to this Section 2 limited to the extent that after giving effect necessary to insure that, following such conversionconversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such holder Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would Beneficially Ownbe aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, in does not exceed 9.999% (the aggregate, in excess “Maximum Percentage”) of 19.99% the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock outstanding immediately issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice by a Holder will constitute a representation by such 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 Corporation, any Holder may waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the 61st day after giving effect such notice is delivered to the Corporation, and (ii) any such waiver or increase or decrease will apply only to such conversion 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 “Conversion CapIssuable Maximum”); provided, furtherunless the Company obtains shareholder approval in accordance with the rules and regulations of such Trading Market. If, that for purposes at the time any Holder requests an conversion of determining any of the Conversion Cap pursuant to any provision of this AgreementSeries C 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 C 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 Beneficially Owned by a holder 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 or and Shares, without giving effect to any of its respective Affiliates shall include (i) limits on the number of shares of Common Stock Beneficially Owned by such holder or any of its respective Affiliates as a result of prior conversion of Convertible Preferred Stock or Warrants (excluding shares of Common Stock that could be acquired upon conversion of the such Convertible Preferred Stock or Warrants) plus (ii) the number of shares of Common Stock issuable upon the conversion of the Warrants with respect to which the determination of the immediately preceding proviso is being made. Notwithstanding anything herein to the contrary, (x) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs within six months of the date hereof, then no Warrants may be converted into Common Stock until the earlier of (1) the receipt of the Stockholder Approval and (2) the date that is six months after the date hereof and (y) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs after the date that is six months after of the date hereof, then prior to the occurrence of the first vote of the stockholders of the Company with respect to the Stockholder Approval, no Warrants may be converted into Common Stockowned by a Holder at any one time.