Common use of Limitations on Conversion Clause in Contracts

Limitations on Conversion. Notwithstanding anything to the contrary contained herein, this Note shall not be convertible by a holder to the extent (but only to the extent) that the holder or any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the common stock of the Borrower. To the extent the above limitation applies, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation for conversion. No prior inability to convert the Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of the Note. The holders of common stock of the Borrower shall be third party beneficiaries of this paragraph and the Borrower may not amend or waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon the written or oral request of the holder, the Borrower shall within one (1) Business Day confirm orally and in writing to the holder the number of shares of common stock then outstanding, including by virtue of any prior conversion of convertible securities into common stock, including, without limitation, pursuant to this Note. By written notice to the Borrower, any holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holder.

Limitations on Conversion. Notwithstanding anything to the contrary contained herein, this Note 4.6.1 The Company shall not effect any conversion of the Debentures and no “beneficial holder” (for the purposes of this Section 4.6, such term shall have the meaning ascribed thereto in Section 13(d) of the 0000 Xxx) of Debentures shall have the right to convert the principal amount of its Debentures into Common Shares in excess of that portion of the principal amount of such Debentures that, upon giving effect to such conversion, would cause the aggregate number of Common Shares beneficially owned by such beneficial holder and its affiliates to exceed 4.99% of the total outstanding Common Shares following such conversion; provided that the beneficial holder may increase the 4.99% limitation threshold to 9.99%, by providing written notice of its desire to increase such threshold, which increase shall be convertible effective 61 days after the receipt of notice by a holder the Company. Thereafter, with respect to such beneficial holder, the reference to 4.99% in this section may be read as 9.99%. Any purported delivery of Common Shares upon conversion of Debentures shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting beneficial holder or any (including its affiliates) becoming the beneficial holder of its affiliates would beneficially own in excess of 9.99more than 4.99% (or 9.99%, as the “Maximum Percentage”case may be) of the common stock of the Borrower. To the extent the above limitation applies, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which Common Shares outstanding at such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation for conversion. No prior inability to convert the Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. time. 4.6.2 For the purposes of this paragraphsection 4.6, the aggregate number of Common Shares beneficially owned by the beneficial ownership holder and all determinations and calculations (including, without limitationits affiliates shall include the Common Shares issuable upon conversion of such beneficial holder’s Debentures, with respect to calculations which the determination contemplated in subsection 4.6.1 is being made, but shall exclude the Common Shares that would be issuable upon (i) the conversion of percentage ownershipthe remaining, unconverted, principal of the Debentures beneficially owned by the beneficial holder and its affiliates and (ii) the exercise, conversion or exchange of the unexercised, unconverted or unexchanged portion of any other securities of the Company (including any warrants, options or other convertible securities) beneficially owned by the beneficial holder and its affiliates, that are subject to a limitation on conversion, exercise or exchange analogous to the limitation contained herein. Except as set forth in the preceding sentence, for the purposes of this section 4.6, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act 1934 Act. For the purposes of 1934this section 4.6, in determining the number of outstanding Common Shares, the beneficial holder may rely on the number of outstanding Common Shares as reflected in (i) the Company’s most recent quarterly report on Form 10-Q, or annual report on Form 10-K, as amendedthe case may be, and (ii) a more recent public announcement by the rules and regulations promulgated thereunderCompany or (iii) any other public notice by the Company or the transfer agent setting forth the number of Common Shares outstanding. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of the Note. The holders of common stock of the Borrower shall be third party beneficiaries of this paragraph and the Borrower may not amend or waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon Upon the written or oral request of the Holder or beneficial holder, the Borrower Company shall within one promptly, but in no event later than two (12) Business Day Days following the receipt of such request, confirm orally and in writing to the Holder or beneficial holder the number of shares of common stock Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion, exercise or exchange of securities of the Company, including the Debentures, by virtue the beneficial holder and its affiliates since the date as of which such number of outstanding Common Shares was reported. The Company shall promptly notify the Indenture Trustee in an Officer’s Certificate if any prior Debentures may not be converted because of the limitations set forth in this Section 4.6. 4.6.3 For the purpose of determining the maximum number of Common Shares that the Company may issue to the Holder or beneficial holder upon the conversion of convertible securities into common stocka given Holder’s or beneficial holder’s Debentures on a particular Conversion Date, includingthe Holder’s delivery of a Conversion Notice with respect to such conversion shall constitute a representation (on which the Company and the Indenture Trustee may rely without investigation, without limitationand shall in no way be liable to the Holders or beneficial holders or any other Person in so relying) by the Holder and the Beneficial Holder that, upon the issuance of the Common Shares to be issued to it on such conversion, the Common Shares beneficially owned by the Beneficial Holder and its affiliates shall not exceed 4.99% (or 9.99%, as the case may be) of the total outstanding Common Shares immediately after giving effect to such conversion, as determined in accordance with subsection 4.6.2. 4.6.4 The limitations on the conversion of the Debentures set forth in this Section 4.6 shall not apply to the exercise by the Company of its Share Repayment Right (except as provided in Section 6.2.2), or to the issuance of Additional Shares pursuant to subsection 3.3.7. 4.6.5 Neither the Indenture Trustee nor the Company shall be obliged to recognize a beneficial holder as a Person entitled to rights under this Note. By written notice Section 4.6 unless the Conversion Notice concerning such beneficial holder’s Debentures is executed by the Participant through whom such beneficial holder holds its beneficial interest in such Debentures and is accompanied by a certificate of such beneficial holder which contains the requisite representations and warranties and authorizes such Participant to deliver the same to the Borrower, Company and the Indenture Trustee as appended to Schedule “B-1” hereto. The Indenture Trustee shall be entitled to rely on any holder may increase or decrease document in writing provided by the Maximum Percentage to any other percentage not in excess of 9.99% specified in Depository which identifies such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered Participant as a Participant with respect to the Borrower, and (ii) any aggregate principal amount of Debentures in respect of which such increase or decrease will apply only to such holder sending such notice and not to any other holderConversion Notice is given.

Limitations on Conversion. Notwithstanding anything to the contrary contained herein, Holder shall not effect any conversion of this Note shall not be convertible by a holder or otherwise issue any shares of Common Stock pursuant hereto, to the extent (but only to the extent) that the holder Holder or any of its affiliates would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the common stock of the BorrowerCommon Stock. To the extent the above limitation appliesThe Holder, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission upon not less than 61 days’ prior notice to the corporation for conversionCompany, may increase or decrease the Beneficial Ownership Limitation provision of this section. No prior inability to convert the Note this Note, or to issue shares of Common Stock, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of the this Note. The holders of common stock of the Borrower Common Stock shall be third party beneficiaries of this paragraph and the Borrower Company may not amend or waive this paragraph without the consent of holders of a majority of its common stockCommon Stock. For any reason at any time, upon the written or oral request of the holderHolder, the Borrower Company shall within one two (12) Business Day Trading Days confirm orally and to the Holder and, if requested, in writing to the holder Holder the number of shares of common stock Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into common stockCommon Stock, including, without limitation, pursuant to this Note. By written notice Should the Company fail to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, inter-dealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on Company's ability to issue shares of Common Stock, in lieu of any right to convert this Note as described in this section, this shall be deemed an Event of Default. Upon full liquidation by the Holder of all Conversion Shares issued pursuant to a Conversion Notice, provided that the Holder realizes a net amount from such liquidation equal to less than the total Outstanding Balance of the Note (“Balance”), at the election of the Holder, the Balance less the value of all the Conversion Shares sold shall be added back to the Borrower, any holder may increase or decrease Outstanding Balance of the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holderNote.

Limitations on Conversion. Notwithstanding anything to the contrary contained hereinin this Certificate of Designation, this Note the Series D Preferred Stock shall not be convertible by a holder to the extent (but only to the extent) that the holder or any of its affiliates Affiliates would beneficially own in excess of 9.99% (the “"Maximum Percentage”") of the common stock of the BorrowerCommon Stock. To the extent the above limitation applies, the determination of whether the Note holder's Series D Preferred Stock shall be convertible (vis-àa-vis other convertible securities owned by the holder or any of its affiliatesAffiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation Corporation for conversion. No prior inability to convert the Note Series D Preferred Stock pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a any successor holder of the NoteSeries D Preferred Stock. The holders of common stock of the Borrower Common Stock shall be third party beneficiaries of this paragraph and the Borrower Corporation may not amend or waive this paragraph without the consent of holders of a majority of its common stockCommon Stock. For any reason at any time, upon the written or oral request of the holder, the Borrower Corporation shall within one (1) Business Day confirm orally and in writing to the holder the number of shares of common stock Common Stock then outstanding, including by virtue of any prior conversion of convertible securities into common stockCommon Stock, including, without limitation, pursuant to this NoteCertificate of Designation or securities issued pursuant to this Certificate of Designation. By written notice to the BorrowerCorporation, any holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the BorrowerCorporation, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holder.

Limitations on Conversion. Notwithstanding anything to the contrary contained herein, Holder shall not effect any conversion of this Note shall not be convertible by a holder or otherwise issue any shares of Common Stock pursuant hereto, to the extent (but only to the extent) that the holder Holder or any of its affiliates would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the common stock of the BorrowerCommon Stock. To the extent the above limitation appliesThe Holder, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission upon not less than 61 days’ prior notice to the corporation for conversionCompany, may increase or decrease the Beneficial Ownership Limitation provision of this section. No prior inability to convert the Note this Note, or to issue shares of Common Stock, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of the this Note. The holders of common stock of the Borrower Common Stock shall be third party beneficiaries of this paragraph and the Borrower Company may not amend or waive this paragraph without the consent of holders of a majority of its common stockCommon Stock. For any reason at any time, upon the written or oral request of the holderHolder, the Borrower Company shall within one two (12) Business Day Trading Days confirm orally and to the Holder and, if requested, in writing to the holder Holder the number of shares of common stock Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into common stockCommon Stock, including, without limitation, pursuant to this Note. By written notice Should the Company fail to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, inter-dealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on Company’s ability to issue shares of Common Stock, in lieu of any right to convert this Note as described in this section, this shall be deemed an Event of Default. Upon full liquidation by the Holder of all Conversion Shares issued pursuant to a Conversion Notice, provided that the Holder realizes a net amount from such liquidation equal to less than the total Outstanding Balance of the Note (“Balance”), at the election of the Holder, the Balance less the value of all the Conversion Shares sold shall be added back to the Borrower, any holder may increase or decrease Outstanding Balance of the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holderNote.

Limitations on Conversion. Notwithstanding anything to the contrary contained hereinin this Note, this Note shall not be convertible by a holder the Holder hereof, and the Company shall not effect any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto, to the extent (but only to the extent) that the holder Holder or any of its affiliates would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the common stock Common Stock. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provision of this section, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the Borrowernumber of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provision of this section shall continue to apply. To the extent the above limitation applies, the determination of whether the this Note shall be convertible (vis-à-vis other convertible convertible, exercisable or exchangeable securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holderHolder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation Company for conversion, exercise or exchange (as the case may be). No prior inability to convert the Note this Note, or to issue shares of Common Stock, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of the this Note. The holders of common stock of the Borrower Common Stock shall be third party beneficiaries of this paragraph and the Borrower Company may not amend or waive this paragraph without the consent of holders of a majority of its common stockCommon Stock. For any reason at any time, upon the written or oral request of the holderHolder, the Borrower Company shall within one two (12) Business Day Trading Days confirm orally and to the Holder and, if requested, in writing to the holder Holder the number of shares of common stock Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into common stockCommon Stock, including, without limitation, pursuant to this Note. By written notice to the Borrower, any holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holder.

Limitations on Conversion. Notwithstanding anything SECTION 5(a), the Corporation shall not effect any conversion of the Convertible Preference Shares or otherwise issue Class A Shares pursuant to SECTION 5(a), and no holder of Convertible Preference Shares will be permitted to convert Convertible Preference Shares into Class A Shares if, and to the contrary contained hereinextent that, this Note following such conversion, either (i) such holder’s aggregate voting power on a matter being voted on by holders of Class A Shares would exceed 19.9% of the Maximum Voting Power (as defined below) or (ii) such holder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a public sale of the Class A Shares to be convertible issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9% of the then outstanding Class A Shares or (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the number of Class A Shares Beneficially Owned by a holder to shall include the extent (but only to the extent) that the holder or any number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) Class A Shares issuable upon conversion of the common stock of the Borrower. To the extent the above limitation applies, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation for conversion. No prior inability to convert the Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph Convertible Preference Shares with respect to any subsequent determination which a conversion notice has been given, but shall exclude the number of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall Class A Shares which would be determined in accordance with Section 13(d) issuable upon conversion or exercise of the Securities Exchange Act of 1934remaining, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any unconverted portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of the NoteConvertible Preference Shares Beneficially Owned by such holder. The holders of common stock of the Borrower shall be third party beneficiaries of this paragraph and the Borrower may not amend or waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon Upon the written or oral request of the holder, the Borrower Corporation shall within one two (12) Business Day Days confirm orally and in writing (which may be by email) to the any holder the number of shares of common stock Class A Shares and Class B Shares then outstanding, including by virtue of . In connection with any prior conversion of convertible securities into common stock, including, without limitation, pursuant to this Note. By written notice and as a condition to the BorrowerCorporation effecting such conversion, any upon request of the Corporation, a holder may increase or decrease of Convertible Preference Shares shall deliver to the Maximum Percentage Corporation a certificate, signed by a duly authorized officer of such holder, no less than twelve (12) Business Days prior to any other percentage not in excess of 9.99% specified in the applicable conversion, certifying that, after giving effect to such notice; provided that conversion, (i) any such increase holder’s aggregate voting power on a matter being voted on by holders of Class A Shares will not be effective until exceed 19.9% of the 61st day after such notice is delivered to the Borrower, and Maximum Voting Power or (ii) such holder will not Beneficially Own more than 19.9% of the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast by all shares of the Corporation’s capital on a matter subject to the vote of the Common Shares and any such increase other securities that constitute Voting Stock voting together as a single class and after giving effect to any limitation on voting power set forth herein and the articles of amendment or decrease will apply only other similar document governing other Voting Stock. For purposes of this SECTION 5(b), the aggregate voting power and Beneficial Ownership of Common Shares held by the Affiliates of a holder shall be attributed to such holder sending such notice and not to any other holder.

Limitations on Conversion. Notwithstanding anything SECTION 5(a), the Corporation shall not effect any conversion of the Convertible Preference Shares or otherwise issue Class A Shares pursuant to SECTION 5(a), and no holder of Convertible Preference Shares will be permitted to convert Convertible Preference Shares into Class A Shares if, and to the contrary contained hereinextent that, this Note following such conversion, either (i) such holder’s aggregate voting power on a matter being voted on by holders of Class A Shares would exceed 19.9% of the Maximum Voting Power (as defined below) or (ii) such holder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a public sale of the Class A Shares to be convertible issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9% of the then outstanding Class A Shares or (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the number of Class A Shares Beneficially Owned by a holder to shall include the extent (but only to the extent) that the holder or any number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) Class A Shares issuable upon conversion of the common stock of the Borrower. To the extent the above limitation applies, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation for conversion. No prior inability to convert the Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph Convertible Preference Shares with respect to any subsequent determination which a conversion notice has been given, but shall exclude the number of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall Class A Shares which would be determined in accordance with Section 13(d) issuable upon conversion or exercise of the Securities Exchange Act of 1934remaining, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any unconverted portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of the NoteConvertible Preference Shares Beneficially Owned by such holder. The holders of common stock of the Borrower shall be third party beneficiaries of this paragraph and the Borrower may not amend or waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon Upon the written or oral request of the holder, the Borrower Corporation shall within one two (12) Business Day Days confirm orally and in writing (which may be by email) to the any holder the number of shares of common stock Class A Shares and Class B Shares then outstanding, including by virtue of . In connection with any prior conversion of convertible securities into common stock, including, without limitation, pursuant to this Note. By written notice and as a condition to the BorrowerCorporation effecting such conversion, any upon request of the Corporation, a holder may increase or decrease of Convertible Preference Shares shall deliver to the Maximum Percentage Corporation a certificate, signed by a duly authorized officer of such holder, no less than twelve (12) Business Days prior to any other percentage not in excess of 9.99% specified in the applicable conversion, certifying that, after giving effect to such notice; provided that conversion, (i) any such increase holder’s aggregate voting power on a matter being voted on by holders of Class A Shares will not be effective until exceed 19.9% of the 61st day after such notice is delivered to the Borrower, and Maximum Voting Power or (ii) any such increase or decrease will apply only to such holder sending such notice will not Beneficially Own more than 19.9% of the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast by all shares of the Corporation’s capital on a matter subject to the vote of the Common Shares and not any other securities that constitute Voting Stock voting together as a single class and after giving effect to any limitation on voting power set forth herein and the articles of amendment or other holdersimilar document governing other Voting Stock.

Limitations on Conversion. Notwithstanding anything to the contrary contained hereinin this Certificate of Designation, this Note the Series B Preferred Stock shall not be convertible by a holder to the extent (but only to the extent) that the holder or any of its affiliates Affiliates would beneficially own in excess of 9.99% (the “"Maximum Percentage”") of the common stock of the BorrowerCommon Stock. To the extent the above limitation applies, the determination of whether the Note holder's Series B Preferred Stock shall be convertible (vis-àa-vis other convertible securities owned by the holder or any of its affiliatesAffiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation Corporation for conversion. No prior inability to convert the Note Series B Preferred Stock pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a any successor holder of the NoteSeries B Preferred Stock. The holders of common stock of the Borrower Common Stock shall be third party beneficiaries of this paragraph and the Borrower Corporation may not amend or waive this paragraph without the consent of holders of a majority of its common stockCommon Stock. For any reason at any time, upon the written or oral request of the holder, the Borrower Corporation shall within one (1) Business Day confirm orally and in writing to the holder the number of shares of common stock Common Stock then outstanding, including by virtue of any prior conversion of convertible securities into common stockCommon Stock, including, without limitation, pursuant to this NoteCertificate of Designation or securities issued pursuant to this Certificate of Designation. By written notice to the BorrowerCorporation, any holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the BorrowerCorporation, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holder.

Limitations on Conversion. Notwithstanding anything to the contrary contained herein, this Note The Company shall not be convertible by a holder effect any conversion of this Debt, and Coral shall not have the right to convert any portion of this Debt, pursuant to Section 9 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, that Coral (but only to together with the extent) that Coral's Affiliates, and any other Persons acting as a group together with the holder Coral or any of its affiliates the Coral's Affiliates (such Persons, "Attribution Parties")). would beneficially own in excess of 9.99% the Beneficial Ownership Limitation (as defined below). For purposes of the “Maximum Percentage”foregoing sentence, the number of shares of Common Stock beneficially owned by Coral and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Debt with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Debt beneficially owned by the Coral or any of its Affiliates or Attribution Parties and (ii) conversion of the nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion analogous to the limitation contained herein beneficially owned by the Coral or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 9(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the common stock Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by Coral that the Company is not representing to Coral that such calculation is in compliance with Section 13(d) of the BorrowerExchange Act and Coral is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the above limitation contained in this Section 9( d) applies, the determination of whether the Note shall be this Debt is convertible (vis-à-vis in relation to other convertible securities owned by the holder or Coral together with any of its affiliatesAffiliates and Attribution Parties) and of which such securities portion of this Debt is convertible shall be convertible in the sole discretion of Coral , and the submission of a Notice of Conversion shall be deemed to be Coral's determination of whether this Debt is exercisable (as among all such in relation to other securities owned by the holderCoral together with any Affiliates and Attribution Parties) shalland of which portion of this Debt is exercisable, in each case subject to such Maximum Percentage limitationthe Beneficial Ownership Limitation, be determined on and the basis of the first submission to the corporation for conversion. No prior inability to convert the Note pursuant to this paragraph Company shall have any effect on no obligation to verify or confirm the applicability accuracy of the provisions of this paragraph with respect such determination. In addition, a determination as to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 9(d), in determining the number of outstanding shares of Common Stock, Coral may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company's most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Coral, the Company shall within one (1) Trading Day confirm orally and in writing to Coral 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 this Debt. by the Coral or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall be 4.99% (or, upon election by a Coral prior to the issuance of any convertible securities, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debt. Coral, upon notice to the Company. may increase or decrease the Beneficial Ownership Limitation provisions of this Section 9(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Debt held by Coral and the provisions of this Section 9(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph Section 9(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of the Note. The holders of common stock of the Borrower shall be third party beneficiaries Coral of this paragraph and the Borrower may not amend or waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon the written or oral request of the holder, the Borrower shall within one (1) Business Day confirm orally and in writing to the holder the number of shares of common stock then outstanding, including by virtue of any prior conversion of convertible securities into common stock, including, without limitation, pursuant to this Note. By written notice to the Borrower, any holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holderDebt.

Limitations on Conversion. Notwithstanding anything to the contrary contained hereinin this Agreement or the Company’s amended and restated memorandum and articles of association, this Note the Company shall not effect the conversion of any Securities into shares of Class A ordinary shares, $0.0001 par value per share, of the Company (the “Class A Shares”), and the Subscriber shall not have the right to convert any such Securities pursuant to the terms and conditions of this Agreement or the Company’s amended and restated memorandum and articles of association and any such conversion shall be convertible by a holder null and void and treated as if never made, to the extent (but only that, after giving effect to such conversion, the extent) that the holder or any of its affiliates Subscriber together with other Attribution Parties collectively would beneficially own in excess of 9.999.9% (the “Maximum Percentage”) of the common stock Class A Shares outstanding immediately after giving effect to such conversion. For purposes of the Borrower. To foregoing sentence, the extent aggregate number of Class A Shares beneficially owned by the above limitation applies, Subscriber and the other Attribution Parties shall include the number of Class A Shares held by the Subscriber and all other Attribution Parties plus the number of Class A Shares issuable upon conversion of the Securities with respect to which the determination of whether such sentence is being made, but shall exclude Class A Shares which would be issuable upon (A) conversion of the Note shall be convertible (visremaining, non-à-vis other convertible securities converted Securities beneficially owned by the holder Subscriber or any of its affiliatesthe other Attribution Parties and (B) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis exercise or conversion of the first submission to the corporation for conversion. No prior inability to convert the Note pursuant to this paragraph shall have unexercised or non-converted portion of any effect on the applicability other securities of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations Company (including, without limitation, with respect any warrants) beneficially owned by the Subscriber or any other Attribution Party subject to calculations a limitation on conversion or exercise analogous to the limitation contained in this Section 1.2. For purposes of percentage ownership) this Section 1.2, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). For purposes of determining the number of outstanding Class A Shares that the Subscriber may acquire upon the conversion of the Securities without exceeding the Maximum Percentage, and the rules and regulations promulgated thereunder. The provisions Subscriber may rely on the number of this paragraph shall be implemented outstanding Class A Shares as reflected in a manner otherwise than in strict conformity (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the terms Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the transfer agent of the Company, if any, setting forth the number of Class A Shares issued and outstanding (the “Reported Outstanding Share Number”). If the Company receives a request for conversion of the Securities from the Subscriber (a “Request”) at a time when the actual number of issued and outstanding Class A Shares is less than the Reported Outstanding Share Number, the Company shall notify the Subscriber in writing of the number of Class A Shares then outstanding and, to the extent that such Request would otherwise cause the Subscriber’s beneficial ownership, as determined pursuant to this paragraph Section 1.2, to correct this paragraph (or any portion hereof) which may exceed the Maximum Percentage, the Subscriber must notify the Company of a reduced number of Class A Shares to be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect delivered pursuant to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of the Note. The holders of common stock of the Borrower shall be third party beneficiaries of this paragraph and the Borrower may not amend or waive this paragraph without the consent of holders of a majority of its common stockRequest. For any reason at any time, upon the written or oral request of the holderSubscriber, the Borrower Company shall within one (1) Business Day business day confirm orally and in writing or by electronic mail to the holder Subscriber the number of Class A Shares then outstanding. In any case, the number of outstanding Class A Shares shall be determined after giving effect to the conversion or exercise of securities of the Company by the Subscriber and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Class A Shares to the Subscriber upon conversion of the Securities results in the Subscriber and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Class A Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Subscriber’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 Subscriber shall not have the power to vote or to transfer the Excess Shares. Upon delivery of common stock then outstanding, including by virtue of any prior conversion of convertible securities into common stock, including, without limitation, pursuant to this Note. By a written notice to the BorrowerCompany, any holder the Subscriber may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of the Subscriber to any other percentage not in excess of 9.999.9% as specified in such notice; provided provided, however, that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the BorrowerCompany. For clarity, the Class A Shares issuable to the Subscriber upon conversion of the Securities in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Subscriber for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. For the purposes of this Agreement, “Attribution Parties” shall mean, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the issue date of the Securities, directly or indirectly managed or advised by the Subscriber’s investment manager or any of its affiliates or principals; (ii) any direct or indirect affiliates of the Subscriber or any of the foregoing; (iii) any Person acting or who could be deemed to be acting as a “group” (as such increase term is used Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder) together with the Subscriber or decrease will apply only to such holder sending such notice any of the foregoing; and not to (iv) any other holderpersons whose beneficial ownership of the Class A Shares would or could be aggregated with the Subscriber’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Subscriber and all other Attribution Parties to the Maximum Percentage.

Limitations on Conversion. Notwithstanding anything to the contrary contained hereinin this Note, this Note shall not be convertible by a holder the Holder hereof, and the Company shall not affect any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto, to the extent (but only to the extent) that the holder Holder or any of its affiliates would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the common stock of the BorrowerCommon Stock. To the extent the above limitation applies, the determination of whether the this Note shall be convertible (vis-à-vis other convertible convertible, exercisable or exchangeable securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holderHolder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation Company for conversion, exercise or exchange (as the case may be). No prior inability to convert the Note this Note, or to issue shares of Common Stock, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of the this Note. The holders of common stock of the Borrower Common Stock shall be third party beneficiaries of this paragraph and the Borrower Company may not amend or waive this paragraph without the consent of holders of a majority of its common stockCommon Stock. For any reason at any time, upon the written or oral request of the holderHolder, the Borrower Company shall within one two (12) Business Day business days confirm orally and to the Holder and, if requested, in writing to the holder Holder the number of shares of common stock Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into common stockCommon Stock, including, without limitation, pursuant to this NoteNote or securities issued pursuant to another promissory note issued by the Company to the initial Holder, of even date herewith. By written notice to the BorrowerCompany, any holder the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.994.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holderCompany.

Limitations on Conversion. Notwithstanding anything to the contrary contained herein, Holder shall not effect any conversion of this Note shall not be convertible by a holder or otherwise issue any Ordinary Shares pursuant hereto, to the extent (but only to the extent) that the holder Holder or any of its affiliates would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the common stock Ordinary Shares. The Holder, may increase or decrease the Beneficial Ownership Limitation provision of the Borrower. To the extent the above limitation applies, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation for conversionthis section. No prior inability to convert the Note this Note, or to issue Ordinary Shares, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of the this Note. The holders of common stock of the Borrower Ordinary Shares shall be third party beneficiaries of this paragraph and the Borrower Company may not amend or waive this paragraph without the consent of holders of a majority of its common stockOrdinary Shares. For any reason at any time, upon the written or oral request of the holderHolder, the Borrower Company shall within one two (12) Business Day Trading Days confirm orally and to the Holder and, if requested, in writing to the holder Holder the number of shares of common stock Ordinary Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into common stockOrdinary Shares, including, without limitation, pursuant to this Note. By written notice to the Borrower, any holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holder.