Common use of No Five Percent Holders Clause in Contracts

No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Debenture shall not be convertible by a Holder to the extent (but only to the extent) that, if converted by such Holder, the Holder would beneficially own in excess of 4.9% of the shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Section, beneficial ownership and all 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 Regulation 13D and G thereunder. The provisions of this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein).

No Five Percent Holders. Notwithstanding anything Unless CVI delivers a waiver in accordance with the last sentence of this Section 8.4, in no event shall CVI be entitled to receive shares of Class A Common Stock upon a conversion of the contrary contained herein, Series A Preferred Stock or the Debenture shall not be convertible by a Holder exercise of the Warrants to the extent that the sum of (but only x) the number of shares of Class A Common Stock beneficially owned by CVI and its affiliates (exclusive of shares issuable upon conversion of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the Warrants or the unexercised or unconverted portion of any other securities of the Company, subject to a limitation on conversion or exercise analogous to the extentlimitations contained here) thatand (y) the number of shares of Class A Common Stock issuable upon the conversion of the Series A Preferred Stock or the exercise of the Warrants with respect to which the determination of this Section is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess CVI and its affiliates of 4.9more than 4.99% of the outstanding shares of Class A Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions of this Section may be amended and/or implemented Except as provided in a manner otherwise than in strict conformity with the terms of this Section with immediately succeeding sentence, the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations restriction contained in this Section shall apply to a successor Holder of Debentures ifnot be altered, and amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI may, by providing written notice to the extentCompany, elected by such successor Holder concurrently with its acquisition adjust the restriction set forth in this Section so that the limitation on beneficial ownership of 4.99% of the outstanding shares of Class A Common Stock referred to above shall be increased to 9.99%, which adjustment shall not take effect until the 61st day after the date of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)notice.

No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Debenture Series H Preferred Stock shall not be convertible by a Holder or at the Termination Date to the extent (but only to the extent) that, if converted by such HolderHolder or at the Termination Date, the Holder would beneficially own in excess of 4.9% of the then outstanding shares of Common StockStock of the Company. To the extent the foregoing this limitation applies, the determination of whether a Debenture Series H Preferred Stock shall be convertible (vis-a-a vis other securities owned by such Holder) and of which Debenture Series H Preferred Stock shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture Series H Preferred Stock for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture Series H Preferred Stock is convertible, subject to such aggregate percentage limitationlimitations. No prior inability to convert Debentures Series H Preferred Stock pursuant to this Section subparagraph shall have any effect on the applicability of the its provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D the Regulations thereunder. Notwithstanding the foregoing, each Holder shall have the right to waive such restriction or increase such percentage upon sixty one (61) days' prior notice to the Company and G thereunderto decrease any such percentage immediately upon written notice to the Company. No transferee of Series H Preferred Stock shall be bound by such restriction unless the transferee expressly so agrees. The provisions of this Section subparagraph may be amended waived and/or implemented in a manner otherwise than in strict conformity with the terms of this Section hereof with the approval of the Board of Directors of the Company and the Majority HoldersHolders of a majority in interest in the then outstanding Series H Preferred Stock: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection subparagraph (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders Holders of majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section subparagraph shall apply to a successor Holder of Debentures Series H Preferred Stock if, and to the extent, elected by such successor Holder concurrently with its acquisition of such DebenturesSeries H Preferred Stock, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein).

No Five Percent Holders. Notwithstanding anything Except in the case of an Automatic Conversion under Section 4.D, in no event shall a holder of Series B Preferred Shares be entitled to the contrary contained herein, the Debenture shall not be convertible by receive shares of Ordinary Shares upon a Holder conversion to the extent that the sum of (but only x) the number of shares of Ordinary Shares beneficially owned by the holder and its affiliates (exclusive of shares issuable upon conversion of the unconverted portion of the Series B Preferred Shares or the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the extentlimitations contained herein) thatand (y) the number of Ordinary Shares issuable upon the conversion of the Series B Preferred Shares with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess holder and its affiliates of more than 4.9% of the shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibilityoutstanding Ordinary Shares. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions of this Section subparagraph (i) may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section subparagraph (i) with the approval of the Board of Directors of the Company and the Majority Holdersholders of a majority of the then outstanding Series B Preferred Shares: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection subparagraph (i) (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of majority of the then outstanding shares of Common StockOrdinary Shares; the provisions of this Section subparagraph (i) may be waived with the approval of the Majority Holders holders upon ninety (90) days prior written notice from such Holders holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)holders.

No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Debenture In no event shall not be convertible by a Holder of this Note be entitled to receive shares of Common Stock upon conversion or in accordance with Article III.A(i) to the extent that the sum of (but only a) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (exclusive of shares of Common Stock issuable upon conversion of the unconverted portion of the Notes or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the Warrants) subject to a limitation on conversion or exercise analogous to the extentlimitations contained herein) thatand (b) the number of shares of Common Stock issuable upon the conversion of the Notes or payment or interest thereon, if converted as applicable, with respect to which the determination of this subparagraph is being made, would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (a) above. The provisions of Except as provided in the immediately succeeding sentence, the restriction contained in this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and subparagraph (ii) with respect to shall not be altered, amended, deleted or changed in any other matter, with the further consent of manner whatsoever unless the holders of a majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of Stock and the Majority Holders upon ninety (90) days prior written notice from shall approve such Holders alteration, amendment, deletion or change. In applying the foregoing, such limitation should be applied in conjunction with the application of limitations on conversion or exercise analogous to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)foregoing limitation.

No Five Percent Holders. Notwithstanding anything Unless Holder delivers a waiver in accordance with the last sentence of this subparagraph (ii), in no event shall Holder be entitled to the contrary contained herein, the Debenture shall not be convertible by a Holder receive shares of Common Stock upon an exercise of this Warrant to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (exclusive of shares issuable upon exercise of the unexercised portion of any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the then outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions Notwithstanding the foregoing, Zanett may, by providing written notice to the Company, (xx) adjust the restrictions set forth in this paragraph so that the limitations on beneficial ownership of this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval 4.99% of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of majority of the then outstanding shares of Common Stock; Stock referred to above shall not be applicable to Zanett, which adjustment shall not take effect until the provisions 61st day after the date of such notice and (yy) irrevocably waive the right to deliver a waiver in accordance with clause (x) of this Section sentence; provided, however, that if such adjustment would result in beneficial ownership greater than 9.99% of Trucking Shares or Professional Shares, as the case may be waived with be, by Zanett and its affiliates than such adjustment shall not take effect until the approval of 75th day after the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition date of such Debentures, such election to be promptly confirmed in writing to the Company notice. (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained hereinv).

No Five Percent Holders. Notwithstanding anything Unless Holder delivers a waiver in accordance with the last sentence of this subparagraph (ii), in no event shall Holder be entitled to the contrary contained herein, the Debenture shall not be convertible by a Holder receive shares of Common Stock upon an exercise of this Warrant to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (exclusive of shares issuable upon exercise of the unexercised portion of any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the then outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions Notwithstanding the foregoing, Holder may, by providing written notice to the Company, (xx) adjust the restrictions set forth in this paragraph so that the limitations on beneficial ownership of 4.99% of the outstanding shares of Common Stock referred to above shall not be applicable to Holder, which adjustment shall not take effect until the 61st day after the date of such notice and (yy) irrevocably waive the right to deliver a waiver in accordance with clause (xx) of this Section may be amended and/or implemented sentence- provided, however, that if such adjustment would result in a manner otherwise beneficial ownership greater than in strict conformity with the terms of this Section with the approval 9.99% of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of majority of the then outstanding shares of Common Stock; , by Holder and its affiliates then such adjustment shall not take effect until the provisions of this Section may be waived with 75th day after the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition date of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)notice.

No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Debenture Series I Preferred Stock shall not be convertible by a Holder or at the Termination Date to the extent (but only to the extent) that, if converted by such HolderHolder or at the Termination Date, the Holder would beneficially own in excess of 4.9% of the then outstanding shares of Common StockStock of the Company. To the extent the foregoing this limitation applies, the determination of whether a Debenture Series I Preferred Stock shall be convertible (vis-a-a vis other securities owned by such Holder) and of which Debenture Series I Preferred Stock shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture Series I Preferred Stock for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture Series I Preferred Stock is convertible, subject to such aggregate percentage limitationlimitations. No prior inability to convert Debentures Series I Preferred Stock pursuant to this Section subparagraph shall have any effect on the applicability of the its provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D the Regulations thereunder. Notwithstanding the foregoing, each Holder shall have the right to waive such restriction or increase such percentage upon sixty one (61) days' prior notice to the Company and G thereunderto decrease any such percentage immediately upon written notice to the Company. No transferee of Series I Preferred Stock shall be bound by such restriction unless the transferee expressly so agrees. The provisions of this Section subparagraph may be amended waived and/or implemented in a manner otherwise than in strict conformity with the terms of this Section hereof with the approval of the Board of Directors of the Company and the Majority HoldersHolders of a majority in interest in the then outstanding Series I Preferred Stock: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection subparagraph (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders Holders of majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section subparagraph shall apply to a successor Holder of Debentures Series I Preferred Stock if, and to the extent, elected by such successor Holder concurrently with its acquisition of such DebenturesSeries I Preferred Stock, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein).

No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Debenture In no event shall not be convertible by a Holder of the Debentures be entitled to receive shares of Common Stock upon a conversion to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (exclusive of shares issuable upon conversion of the unconverted portion of the Debentures or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the warrants (the "Warrants") issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the conversion of the Debentures with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions of Except as provided in the immediately succeeding sentence, the restriction contained in this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and subparagraph (ii) with respect to shall not be altered, amended, deleted or changed in any other matter, with the further consent of manner whatsoever unless the holders of a majority of the then outstanding shares of Common Stock; Stock and the provisions Holders of this Section may be waived with the approval a majority of the Majority Holders upon ninety (90) days prior written notice from outstanding principal amount of the Debentures shall approve such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures ifalteration, and to the extentamendment, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer deletion or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)change.

No Five Percent Holders. Notwithstanding anything In no event shall Holder be entitled to the contrary contained herein, the Debenture shall not be convertible by a Holder receive shares of Common Stock upon an exercise of this Warrant to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (exclusive of shares issuable upon exercise of the unexercised portion of any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the then outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 amendedamended (the "EXCHANGE ACT"), and Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions of restriction contained in this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and subparagraph (ii) with respect to shall not be altered, amended, deleted or changed in any other mattermanner whatsoever unless 8 the Corporation, with the further consent of the holders of a majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from Stock and Holder shall approve such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures ifalteration, and to the extentamendment, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer deletion or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)change.

No Five Percent Holders. Notwithstanding anything In no event shall a holder of the ----------------------- Debentures be entitled to the contrary contained herein, the Debenture shall not be convertible by receive shares of Common Stock upon a Holder conversion to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (exclusive of shares issuable upon conversion of the unconverted portion of the Debentures or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the warrants (the "Warrants") issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the conversion of the Debentures with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess holder and its affiliates of 4.9more than 4.99% of the outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions of Except as provided in the immediately succeeding sentence, the restriction contained in this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and subparagraph (ii) with respect to shall not be altered, amended, deleted or changed in any other matter, with the further consent of manner whatsoever unless the holders of a majority of the then outstanding shares of Common Stock; Stock and the provisions holders of this Section may a majority of the outstanding principal amount of the Debentures shall approve such alteration, amendment, deletion or change. In applying the foregoing, such limitation should be waived applied in conjunction with the approval application of the Majority Holders upon ninety (90) days prior written notice from such Holders limitations on conversion or exercise analogous to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)foregoing limitation.

No Five Percent Holders. Notwithstanding anything Unless Holder delivers a waiver in accordance with the last sentence of this subparagraph (ii), in no event shall Holder be entitled to the contrary contained herein, the Debenture shall not be convertible by a Holder receive shares of Common Stock upon an exercise of this Warrant to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (exclusive of shares issuable upon exercise of the unexercised portion of any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the then outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions of Except as provided in the immediately succeeding sentence, the restriction contained in this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and subparagraph (ii) with respect to shall not be altered, amended, deleted or changed in any other matter, with the further consent of manner whatsoever unless the holders of a majority of the then outstanding shares of Common Stock; Stock and Holder shall approve such alteration, amendment, deletion or change. Notwithstanding the provisions of foregoing, Holder may waive the restriction set forth in this Section may be waived with subparagraph (ii) by written notice to the approval of the Majority Holders Corporation upon ninety not less than sixty-one (9061) days prior written notice from (with such Holders to waiver taking effect only upon the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition expiration of such Debentures, such election to be promptly confirmed in writing to the Company sixty-one (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein61) day period).

No Five Percent Holders. Notwithstanding anything In no event shall Holder be entitled to the contrary contained herein, the Debenture shall not be convertible by a Holder receive shares of Common Stock upon an exercise of this Warrant to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (exclusive of shares issuable upon exercise of the unexercised portion of any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the then outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions of restriction contained in this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and subparagraph (ii) with respect to shall not be altered, amended, deleted or changed in any other matter, with the further consent of manner whatsoever unless the holders of a majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from Stock and Holder shall approve such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures ifalteration, and to the extentamendment, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer deletion or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)change.

No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Debenture Series A Preferred Stock shall not be convertible by a Holder holder or at the Maturity Date to the extent (but only to the extent) that, if converted by such Holderholder or at the Maturity Date, the Holder holder would beneficially own in excess of 4.9% of the shares of Common Stock. To the extent the foregoing this limitation applies, the determination of whether a Debenture Series A Preferred Stock shall be convertible (vis-a-vis other securities owned by such Holderholder) and of which Debenture Series A Preferred Stock shall be converted shall be in the sole discretion of the Holder holder and the submission of the Debenture Series A Preferred Stock for conversion shall be deemed to be the Holderholder's determination of whether such Debenture is convertible and of which Debenture Series A Preferred Stock is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures Series A Preferred Stock pursuant to this Section subparagraph shall have any effect on the applicability of the its provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and G thereunder. The provisions of this Section subparagraph may be amended waived and/or implemented in a manner otherwise than in strict conformity with the terms of this Section hereof with the approval of the Board of Directors of the Company Corporation and the Majority Holdersholders of a majority in interest of the then outstanding Series A Preferred Stock: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection subparagraph (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of a majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section subparagraph shall apply to a successor Holder holder of Debentures Series A Preferred Stock if, and to the extent, elected by such successor Holder holder concurrently with its acquisition of such DebenturesSeries A Preferred Stock, such election to be promptly confirmed in writing to the Company Corporation (provided no transfer or series of transfers to a successor Holder holder or Holders holders shall be used by a Holder holder to evade the limitations contained herein).

No Five Percent Holders. Notwithstanding anything Unless Holder delivers a waiver in accordance with the last sentence of this subparagraph (ii), in no event shall Holder be entitled to the contrary contained herein, the Debenture shall not be convertible by a Holder receive shares of Common Stock upon an exercise of this Warrant to the extent that the sum of (but only x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (exclusive of shares issuable upon exercise of the unexercised portion of any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the extentSecurities Purchase Agreement) thatsubject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this subparagraph is being made, if converted would result in beneficial ownership by such Holder, the Holder would beneficially own in excess and its affiliates of 4.9more than 4.99% of the then outstanding shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Sectionsubparagraph, beneficial ownership and all 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 Regulation 13D and 13 D-G thereunder, except as otherwise provided in clause (x) above. The provisions Notwithstanding the foregoing, Holder may, by providing written notice to the Company, (xx) adjust the restrictions set forth in this paragraph so that the limitations on beneficial ownership of 4.99% of the outstanding shares of Common Stock referred to above shall not be applicable to Holder, which adjustment shall not take effect until the 61st day after the date of such notice and (yy) irrevocably waive the right to deliver a waiver in accordance with clause (xx) of this Section may be amended and/or implemented sentence; provided, however, that if such adjustment would result in a manner otherwise beneficial ownership greater than in strict conformity with the terms of this Section with the approval 9.99% of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of majority of the then outstanding shares of Common Stock; , by Holder and its affiliates then such adjustment shall not take effect until the provisions of this Section may be waived with 75th day after the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition date of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by a Holder to evade the limitations contained herein)notice.