Common use of Limitation on Conversion Clause in Contracts

Limitation on Conversion. The Company shall not effect any conversion of a Security, and no Holder shall have the right to convert any portion of such Security, to the extent 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 number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of a Security in respect of which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the 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 a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4.13, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock 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 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 of which such number of outstanding shares of Common Stock was reported. Notwithstanding the foregoing, the Conversion Limitation shall not be applicable (i) 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 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 delivered to the Company, and (y) any such increase or decrease will apply only to the Holder and not to any other Holder of Securities.

Limitation on Conversion. The Company shall not effect any conversion of a Securitythis Note, and no the Holder of this Note shall not have the right to convert any portion of such Securitythis Note pursuant to Section 4 hereof, to in the extent that event that, after giving effect to such conversion, a the Holder (together with such the Holder’s Affiliates) would beneficially own in excess of 4.994.999% (the “Maximum Percentage”) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion (the “Conversion Limitation”)conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of a Security in respect of which the determination of such sentence is being madethis Note, but shall exclude the number of shares of Common Stock which that would be issuable upon (A) conversion of the remaining, nonconverted portion of any Securities this Note (if any) beneficially owned by such the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Company Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for For purposes of this Section 4.1316, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. For purposes of this Section 4.1316, in determining the number of issued and outstanding shares of Common Stock, a the Holder may rely on the number of issued and outstanding shares of 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 more recent public announcement by the Company Company, or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day confirm orally and in writing to such the Holder the number of shares of Common Stock then issued and 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 of which such number of outstanding shares of Common Stock was reported. Notwithstanding the foregoing, the Conversion Limitation shall not be applicable (i) 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 the Holder may increase or decrease the Conversion Limitation Maximum Percentage to any 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 delivered to the Company, and (y) any such increase or decrease will apply only to the Holder and not to any other Holder holder of Securitiesthe Company Notes. The provisions of this Section 16 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 16 to correct this Section (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.”

Limitation on Conversion. The Company Payee (including any successor, transferee or assignee) shall not effect any conversion of a Security, and no Holder shall have the right to convert any portion of such Security, this Note to the extent that after giving effect to such conversion, a Holder the Payee (together with such Holder’s Affiliatesthe Payee's affiliates) would beneficially own in excess of 4.999.99% (the "Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such conversion (the “Conversion Limitation”)conversion. For purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by a Holder the Payee and its Affiliates affiliates shall include the number of shares of the Common Stock issuable upon conversion of a Security in this Note with respect of to which the determination of such sentence is being made, but shall exclude the number of shares of Of the Common Stock which would be issuable upon (Ai) conversion of the remaining, nonconverted non-converted portion of any Securities this Note beneficially owned by such Holder the Payee or any of its Affiliates affiliates, and (Bii) exercise or conversion of the unexercised unconverted or nonconverted portion of any other securities of the Company (including, without limitation, any other notes of the Company) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder the Payee or any of its Affiliatesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.13paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended. For purposes of this Section 4.13paragraph, in determining the number of outstanding shares of the Common Stock, a Holder the Payee may rely on the number of outstanding shares of the Common Stock as reflected in (x) the Company’s 's most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by the Company Company, or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and upon the written or oral request of the a HolderPayee, the Company shall within one Business Day two business days confirm orally and in writing to such Holder 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 or exercise of securities of the Company, including any Securitythis Note, by a Holder the Payee or its Affiliates affiliates since the date as of which such number of outstanding shares of the Common Stock was reported. Notwithstanding the foregoing, the Conversion Limitation shall not be applicable (i) 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 the Payee may increase or decrease the Conversion Limitation Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (xA) any such increase will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company, and (yB) any such increase or decrease will apply only to the Holder Payee and not to any other Holder of Securitiesparty.

Limitation on Conversion. The Company shall not effect any the conversion of a any portion of this Security, and no the Holder shall not have the right to convert any portion of such this Security, to the extent that after giving effect to such conversion, a the Holder (together with such Holder’s Affiliates) the other Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”)conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of a this Security in with respect of to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) conversion of the remaining, nonconverted portion of any Securities this Security beneficially owned by such the Holder or of any Notes held by any of its Affiliates the other Attribution Parties and (Bii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliatesin this Section 3(f). Except as set forth in the preceding sentence, for For purposes of this Section 4.133(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4.13, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the conversion of the Security without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (xi) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Q, Current Report on Form 8-KK or other public filing with the Commission, as the case may be, (yii) a more recent public announcement by the Company or (ziii) any other written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the a Holder, the Company shall within one Business (1) Trading Day confirm orally and in writing to such the 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 this Security, by a the Holder or its Affiliates and any other Attribution Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Security results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock was reported. Notwithstanding (as determined under Section 13(d) of the foregoingExchange Act), the Conversion Limitation number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Security in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(f) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Security. The Company shall not be obligated to issue any shares of Common Stock pursuant to the terms of this Security, and the Holder shall not have the right to receive pursuant to the terms of this Security any shares of Common Stock, if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to the terms of the Notes without breaching the Company’s obligations under the rules or regulations of the applicable Eligible Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (i) on any obtains the approval of its shareholders as required by the applicable rules of the ten Trading Days up to and including the Final Maturity Date, applicable Eligible Market for issuances of Common Stock in excess of such amount or (ii) “in connection with” obtains a Fundamental Change (as determined in accordance with Section 4.01(d). By written notice opinion from outside counsel to the CompanyCompany that such approval is not required, a which opinion shall be reasonably satisfactory to the Holder; provided, however, that to the extent that the Holder’s right to receive additional shares is not permitted by the Exchange Cap, then the Holder may increase or decrease shall not be entitled to convert such amount of shares to the Conversion Limitation extent that it exceeds the Exchange Cap, and the portion of such shares to any other percentage not be converted in excess of 9.99% specified the Exchange Cap shall be held in abeyance for the Holder until such notice; provided that time or times as the conversion thereof would not result in the Holder exceeding the Exchange Cap, at which time or times the Holder shall be granted such rights (xand any rights under this Section 3(f) on such initial rights or on any subsequent such increase will not rights to be effective until the sixty-first (61stheld similarly in abeyance) day after such notice is delivered to the Company, and (y) any same extent as if there had been no such increase or decrease will apply only to limitation so that the Holder and not to any other Holder of Securitiesis in the exact same financial position as if there had been no Exchange Cap.