Common use of No Five Percent Holders Clause in Contracts

No Five Percent Holders. 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 Series A Preferred Stock or the exercise of the Warrants to the extent that the sum of (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 limitations contained here) and (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, would result in beneficial ownership by CVI and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section shall not be altered, 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 Company, 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 notice.

No Five Percent Holders. Unless CVI delivers Notwithstanding anything to the contrary contained herein, the Debenture shall not be convertible by a waiver Holder to the extent (but only to the extent) that, if converted by such Holder, the Holder would beneficially own in accordance with excess of 4.9% of the last sentence 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 8.4, in no event shall CVI be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the exercise of the Warrants to the extent that the sum of (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 limitations contained here) and (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 any subsequent determination of this Section is being made, would result in beneficial ownership by CVI and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stockconvertibility. For the purposes of this subparagraphSection, 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 13 D-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, except as otherwise provided in clause to correct this subsection (xor any portion thereof) abovewhich 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. Except as provided in the immediately succeeding sentence, the restriction The limitations contained in this Section shall not be alteredapply to a successor Holder of Debentures if, 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 and to the Companyextent, adjust elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the restriction set forth in this Section so that the limitation on beneficial ownership Company (provided no transfer or series of 4.99% of the outstanding shares of Class A Common Stock referred transfers to above a successor Holder or Holders shall be increased used by a Holder to 9.99%, which adjustment shall not take effect until evade the 61st day after the date of such noticelimitations contained herein).

No Five Percent Holders. Unless CVI Holder delivers a waiver in accordance with the last sentence of this Section 8.4subparagraph (ii), in no event shall CVI Holder be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the an exercise of the Warrants this Warrant to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI Holder and its affiliates (exclusive of shares issuable upon conversion exercise of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 portion of this Warrant with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI Holder and its affiliates of more than 4.99% of the then outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section subparagraph (ii) shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI the holders of a majority of the outstanding shares of Common Stock and Holder shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI may, by providing written notice to the Company, adjust Holder may waive the restriction set forth in this Section so that subparagraph (ii) by written notice to the limitation on beneficial ownership of 4.99% of Corporation upon not less than sixty-one (61) days prior notice (with such waiver taking effect only upon 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 expiration of such noticesixty-one (61) day period).

No Five Percent Holders. Unless CVI delivers a waiver in accordance with the last sentence of this Section 8.4, in In no event shall CVI a holder of the ----------------------- Debentures be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the exercise of the Warrants to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI the Holder 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 Debentures or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the warrants (the "Warrants") issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 Debentures with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI the holder and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section subparagraph (ii) shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI the holders of a majority of the outstanding shares of Common Stock and the holders of a majority of the outstanding principal amount of the Debentures shall approve such alteration, amendment, deletion or change. Notwithstanding In applying the foregoing, CVI may, by providing written notice such limitation should be applied in conjunction with the application of limitations on conversion or exercise analogous to the Company, 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 noticeforegoing limitation.

No Five Percent Holders. Unless CVI delivers Notwithstanding anything to the contrary contained herein, the Series I Preferred Stock shall not be convertible by a waiver Holder or at the Termination Date to the extent (but only to the extent) that, if converted by such Holder or at the Termination Date, the Holder would beneficially own in accordance with excess of 4.9% of the last sentence of this Section 8.4, in no event shall CVI be entitled to receive then outstanding shares of Class A Common Stock upon of the Company. To the extent this limitation applies, the determination of whether Series I Preferred Stock shall be convertible (vis-a conversion vis other securities owned by such Holder) and of which Series I Preferred Stock shall be converted shall be in the sole discretion of the Holder and submission of the Series A I Preferred Stock or for conversion shall be deemed to be the exercise Holder's determination of the Warrants to the extent that the sum of (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 whether such Series A I Preferred Stock or the exercise of the Warrants or the unexercised or unconverted portion of any other securities of the Companyis convertible, subject to a limitation on conversion or exercise analogous such aggregate percentage limitations. No prior inability to the limitations contained here) and (y) the number of shares of Class A Common Stock issuable upon the conversion of the convert Series A I Preferred Stock or pursuant to this subparagraph shall have any effect on the exercise applicability of the Warrants its provisions with respect to which the any subsequent determination of this Section is being made, would result in beneficial ownership by CVI and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stockconvertibility. For the purposes of this subparagraph, 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 and Regulation 13 D-G thereunderof 1934, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or changeand the Regulations thereunder. Notwithstanding the foregoing, CVI may, by providing 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 to 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 subparagraph may be waived and/or implemented in a manner otherwise than in strict conformity with the terms hereof with the approval of the Board of Directors of the Company and the Holders of a majority in interest in the then outstanding Series I Preferred Stock: (i) with respect to any matter to cure any ambiguity herein, adjust to correct this subparagraph (or any portion thereof) which may be defective or inconsistent with the restriction set forth in this Section so that the limitation on intended 4.9% beneficial ownership of 4.99limitation 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 Class A Common Stock. The limitations contained in this subparagraph shall apply to a successor Holder of Series I Preferred Stock referred if, and to above the extent, elected by such successor Holder concurrently with its acquisition of such Series 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 increased used by a Holder to 9.99%, which adjustment shall not take effect until evade the 61st day after the date of such noticelimitations contained herein).

No Five Percent Holders. Unless CVI delivers a waiver in accordance with the last sentence of this Section 8.4, in In no event shall CVI Holder be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the an exercise of the Warrants this Warrant to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI Holder and its affiliates (exclusive of shares issuable upon conversion exercise of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 portion of this Warrant with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI Holder and its affiliates of more than 4.99% of the then outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the The restriction contained in this Section subparagraph (ii) shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI 8 the Corporation, the holders of a majority of the outstanding shares of Common Stock and Holder shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI may, by providing written notice to the Company, 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 notice.

No Five Percent Holders. Unless CVI Holder delivers a waiver in accordance with the last sentence of this Section 8.4subparagraph (ii), in no event shall CVI Holder be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the an exercise of the Warrants this Warrant to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI Holder and its affiliates (exclusive of shares issuable upon conversion exercise of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 portion of this Warrant with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI Holder and its affiliates of more than 4.99% of the then outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI Zanett may, by providing written notice to the Company, (xx) adjust the restriction restrictions set forth in this Section paragraph so that the limitation limitations on beneficial ownership of 4.99% of the outstanding shares of Class A Common Stock referred to above shall not be increased applicable to 9.99%Zanett, 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 (x) of this 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, by Zanett and its affiliates than such adjustment shall not take effect until the 75th day after the date of such notice.. (v)

No Five Percent Holders. Unless CVI Holder delivers a waiver in accordance with the last sentence of this Section 8.4subparagraph (ii), in no event shall CVI Holder be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the an exercise of the Warrants this Warrant to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI Holder and its affiliates (exclusive of shares issuable upon conversion exercise of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 portion of this Warrant with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI Holder and its affiliates of more than 4.99% of the then outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI Holder may, by providing written notice to the Company, (xx) adjust the restriction restrictions set forth in this Section paragraph so that the limitation limitations on beneficial ownership of 4.99% of the outstanding shares of Class A Common Stock referred to above shall not be increased applicable to 9.99%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 sentence- provided, however, that if such adjustment would result in beneficial ownership greater than 9.99% of the outstanding shares of Common Stock, by Holder and its affiliates then such adjustment shall not take effect until the 75th day after the date of such notice.

No Five Percent Holders. Unless CVI delivers Notwithstanding anything to the contrary contained herein, the Series H Preferred Stock shall not be convertible by a waiver Holder or at the Termination Date to the extent (but only to the extent) that, if converted by such Holder or at the Termination Date, the Holder would beneficially own in accordance with excess of 4.9% of the last sentence of this Section 8.4, in no event shall CVI be entitled to receive then outstanding shares of Class A Common Stock upon of the Company. To the extent this limitation applies, the determination of whether Series H Preferred Stock shall be convertible (vis-a conversion vis other securities owned by such Holder) and of which Series H Preferred Stock shall be converted shall be in the sole discretion of the Holder and submission of the Series A H Preferred Stock or for conversion shall be deemed to be the exercise Holder's determination of the Warrants to the extent that the sum of (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 whether such Series A H Preferred Stock or the exercise of the Warrants or the unexercised or unconverted portion of any other securities of the Companyis convertible, subject to a limitation on conversion or exercise analogous such aggregate percentage limitations. No prior inability to the limitations contained here) and (y) the number of shares of Class A Common Stock issuable upon the conversion of the convert Series A H Preferred Stock or pursuant to this subparagraph shall have any effect on the exercise applicability of the Warrants its provisions with respect to which the any subsequent determination of this Section is being made, would result in beneficial ownership by CVI and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stockconvertibility. For the purposes of this subparagraph, 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 and Regulation 13 D-G thereunderof 1934, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or changeand the Regulations thereunder. Notwithstanding the foregoing, CVI may, by providing 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 to 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 subparagraph may be waived and/or implemented in a manner otherwise than in strict conformity with the terms hereof with the approval of the Board of Directors of the Company and the Holders of a majority in interest in the then outstanding Series H Preferred Stock: (i) with respect to any matter to cure any ambiguity herein, adjust to correct this subparagraph (or any portion thereof) which may be defective or inconsistent with the restriction set forth in this Section so that the limitation on intended 4.9% beneficial ownership of 4.99limitation 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 Class A Common Stock. The limitations contained in this subparagraph shall apply to a successor Holder of Series H Preferred Stock referred if, and to above the extent, elected by such successor Holder concurrently with its acquisition of such Series 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 increased used by a Holder to 9.99%, which adjustment shall not take effect until evade the 61st day after the date of such noticelimitations contained herein).

No Five Percent Holders. Unless CVI Holder delivers a waiver in accordance with the last sentence of this Section 8.4subparagraph (ii), in no event shall CVI Holder be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the an exercise of the Warrants this Warrant to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI Holder and its affiliates (exclusive of shares issuable upon conversion exercise of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 portion of this Warrant with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI Holder and its affiliates of more than 4.99% of the then outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI Holder may, by providing written notice to the Company, (xx) adjust the restriction restrictions set forth in this Section paragraph so that the limitation limitations on beneficial ownership of 4.99% of the outstanding shares of Class A Common Stock referred to above shall not be increased applicable to 9.99%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 sentence; provided, however, that if such adjustment would result in beneficial ownership greater than 9.99% of the outstanding shares of Common Stock, by Holder and its affiliates then such adjustment shall not take effect until the 75th day after the date of such notice.

No Five Percent Holders. Unless CVI delivers Notwithstanding anything to the contrary contained herein, the Series A Preferred Stock shall not be convertible by a waiver holder or at the Maturity Date to the extent (but only to the extent) that, if converted by such holder or at the Maturity Date, the holder would beneficially own in accordance with excess of 4.9% of the last sentence of this Section 8.4, in no event shall CVI be entitled to receive shares of Class Common Stock. To the extent this limitation applies, the determination of whether Series A Common Preferred Stock upon a conversion shall be convertible (vis-a-vis other securities owned by such holder) and of which Series A Preferred Stock shall be converted shall be in the sole discretion of the holder and submission of the Series A Preferred Stock or for conversion shall be deemed to be the exercise holder's determination of the Warrants to the extent that the sum of (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 whether such Series A Preferred Stock or the exercise of the Warrants or the unexercised or unconverted portion of any other securities of the Companyis convertible, subject to a limitation on conversion or exercise analogous such aggregate percentage limitation. No prior inability to the limitations contained here) and (y) the number of shares of Class A Common Stock issuable upon the conversion of the convert Series A Preferred Stock or pursuant to this subparagraph shall have any effect on the exercise applicability of the Warrants its provisions with respect to which the any subsequent determination of this Section is being made, would result in beneficial ownership by CVI and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stockconvertibility. For the purposes of this subparagraph, 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 13 D-13D and G thereunder. The provisions of this subparagraph may be waived and/or implemented in a manner otherwise than in strict conformity with the terms hereof with the approval of the Board of Directors of the Corporation and the holders of a majority in interest of the then outstanding Series A Preferred Stock: (i) with respect to any matter to cure any ambiguity herein, except as otherwise provided in clause to correct this subparagraph (xor any portion thereof) abovewhich 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. Except as provided in the immediately succeeding sentence, the restriction The limitations contained in this Section subparagraph shall not be alteredapply to a successor holder of Series A Preferred Stock if, 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 and to the Companyextent, adjust elected by such successor holder concurrently with its acquisition of such Series A Preferred Stock, such election to be promptly confirmed in writing to the restriction set forth in this Section so that the limitation on beneficial ownership Corporation (provided no transfer or series of 4.99% of the outstanding shares of Class A Common Stock referred transfers to above a successor holder or holders shall be increased used by a holder to 9.99%, which adjustment shall not take effect until evade the 61st day after the date of such noticelimitations contained herein).

No Five Percent Holders. Unless CVI delivers a waiver in accordance with the last sentence of this Section 8.4, in In no event shall CVI Holder be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the an exercise of the Warrants this Warrant to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI Holder and its affiliates (exclusive of shares issuable upon conversion exercise of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the any Prepaid Warrants or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the Incentive Warrants (as defined in the Securities Purchase Agreement) issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 portion of this Warrant with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI Holder and its affiliates of more than 4.99% of the then outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the The restriction contained in this Section subparagraph (ii) shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI the holders of a majority of the outstanding shares of Common Stock and Holder shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI may, by providing written notice to the Company, 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 notice.

No Five Percent Holders. Unless CVI delivers a waiver in accordance with the last sentence of this Section 8.4, in In no event shall CVI a Holder of this Note be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the exercise of the Warrants in accordance with Article III.A(i) to the extent that the sum of (xa) the number of shares of Class A Common Stock beneficially owned by CVI the Holder and its affiliates (exclusive of shares of Common Stock issuable upon conversion of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the Warrants Notes or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the Warrants) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (yb) the number of shares of Class A Common Stock issuable upon the conversion of the Series A Preferred Stock Notes or the exercise of the Warrants payment or interest thereon, as applicable, with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI the Holder and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (xa) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section subparagraph (ii) shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI the holders of a majority of the outstanding shares of Common Stock and the Majority Holders shall approve such alteration, amendment, deletion or change. Notwithstanding In applying the foregoing, CVI may, by providing written notice such limitation should be applied in conjunction with the application of limitations on conversion or exercise analogous to the Company, 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 noticeforegoing limitation.

No Five Percent Holders. Unless CVI delivers a waiver Except in accordance with the last sentence case of this an Automatic Conversion under Section 8.44.D, in no event shall CVI a holder of Series B Preferred Shares be entitled to receive shares of Class A Common Stock Ordinary Shares upon a conversion of the Series A Preferred Stock or the exercise of the Warrants to the extent that the sum of (x) the number of shares of Class A Common Stock Ordinary Shares beneficially owned by CVI the holder and its affiliates (exclusive of shares issuable upon conversion of the unconverted or unexercised portion of the Series A B Preferred Stock or the exercise of the Warrants Shares or the unexercised or unconverted portion of any other securities of the Company, Company subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (y) the number of shares of Class A Common Stock Ordinary Shares issuable upon the conversion of the Series A B Preferred Stock or the exercise of the Warrants Shares with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI the holder and its affiliates of more than 4.994.9% of the outstanding shares of Class A Common StockOrdinary Shares. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided The provisions of this subparagraph (i) may be amended and/or implemented in a manner otherwise than in strict conformity with the immediately succeeding sentenceterms of this subparagraph (i) with the approval of the Board of Directors of the Company and the holders 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 subparagraph (i) (or any portion thereof) which may be defective or inconsistent with the restriction intended 4.9% beneficial ownership limitation herein contained in 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 Ordinary Shares; the provisions of this Section shall not subparagraph (i) may be altered, amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or change. Notwithstanding waived with the foregoing, CVI may, by providing approval of the holders upon ninety (90) days prior written notice from such holders to the Company, 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 noticeCompany and all other holders.

No Five Percent Holders. Unless CVI delivers a waiver in accordance with the last sentence of this Section 8.4, in In no event shall CVI a Holder of the Debentures be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the exercise of the Warrants to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI the Holder 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 Debentures or the unexercised or unconverted portion of any other securities of the CompanyCorporation (including, without limitation, the warrants (the "Warrants") issued by the Corporation pursuant to the Securities Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained hereherein) and (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 Debentures with respect to which the determination of this Section subparagraph is being made, would result in beneficial ownership by CVI the Holder and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section subparagraph (ii) shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI the holders of a majority of the outstanding shares of Common Stock and the Holders of a majority of the outstanding principal amount of the Debentures shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI may, by providing written notice to the Company, 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 notice.