Common use of Ownership Limitation Clause in Contracts

Ownership Limitation. The Corporation shall not effect any conversion of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion of the Series A Non-Voting Preferred Stock pursuant to Section 6.2, to the extent that, after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined in the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (or any of such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 6.4, in determining the number of outstanding shares of ​ ​

Ownership Limitation. The Corporation Holder shall not effect any conversion exercise of any share this Warrant and no holder of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder this Warrant shall not have the right to convert exercise any portion of the Series A Non-Voting Preferred Stock this Warrant pursuant to Section 6.2, 1 to the extent that, that after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined in the Certificate of Designation) with respect to the Series A Preferred Stock, exercise such Holder (or any of together with such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d's affiliates) of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)A) would beneficially own a number of shares of Common Stock in excess of 4.99% of the Beneficial Ownership Limitationoutstanding shares of the Common Stock following such conversion and (B) would have acquired, through exercise of this Warrant or otherwise, in excess of 4.99% of the outstanding shares of the Common Stock following such exercise during the 60-day period ending on and including such exercise date. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such a Holder and its Attribution Parties affiliates or acquired by a Holder and its affiliates, as the case may be, shall include the number of shares of Common Stock issuable upon conversion exercise of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (Ai) conversion exercise of the remaining, unconverted Series A Non-Voting Preferred Stock unexercised Warrant beneficially owned by such Holder or any of holder and its Attribution Parties, affiliates and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company (including including, without limitation, any convertible notes or warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6.41(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary contained herein, each exercise notice submitted by a holder of this note (an "Exercise Notice") shall constitute a representation by the Holder submitting such Exercise Notice that, after giving effect to such Exercise Notice, (A) the Holder will not beneficially own (as determined in accordance with this Section 1(c) and (B) during the applicable rules 60-day period ending on and regulations including such exercise date, the Holder will not have acquired, through exercise of this Warrant or otherwise, a number of shares of Common Stock in excess of 4.99% of the Commissionoutstanding shares of Common Stock as reflected in the Company's most recent Form 10-QSB or Form 10-KSB, and as the terms “beneficial ownership” and “beneficially own” have case may be, or more recent public press release or other public notice by the meanings ascribed Company setting forth the number of shares of Common Stock outstanding, but after giving effect to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes exercises of this Section 6.4, in determining Warrant by such holder since the date as of which such number of outstanding shares of ​ ​Common Stock was reported.

Ownership Limitation. The Corporation shall not effect any conversion of any share of Series A Non-Voting Preferred Stock, including pursuant following Section 24 hereby added to Section 6.1, and a Holder shall not have the right to convert any portion each of the Series A Non-Voting Preferred Stock pursuant to Section 6.2, Warrants to the extent thatnot added by a prior amendment (with capitalized terms used below but not defined in this Amendment having the meaning set forth in the Warrants): Notwithstanding anything to the contrary contained herein or in the Warrants, in no event shall the Holder be entitled to exercise this Warrant Certificate to the extent that after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined in exercise the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (or any of together with such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)person's affiliates) would beneficially own a number of shares of Common Stock (calculated as set forth below) in excess of 9.99% of the Beneficial Ownership Limitationoutstanding Common Shares following such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Shares beneficially owned by such the Holder and its Attribution Parties affiliates or acquired by the Holder and its affiliates, as the case may be, shall include the number of shares of Common Stock Shares issuable upon conversion exercise of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, this Warrant Certificate with respect to which such determination of beneficial ownership is being made, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (Ai) conversion exercise of the remaining, unconverted Series A Non-Voting Preferred Stock nonexercised portion of this Warrant Certificate beneficially owned by such Holder or any of and its Attribution Parties, affiliates and (Bii) exercise or conversion exchange of the unexercised or unconverted portion of any warrants or other securities of the Corporation (including any warrants) Company subject to a limitation on exchange or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of and its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained hereinaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.4paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary contained herein, each Subscription Form shall constitute a representation by the Holder submitting such Subscription Form that, after giving effect to such Subscription Form, (A) the Holder will not beneficially own (as determined in accordance with this paragraph) in excess of 9.99% of the outstanding Common Shares and (B) the Holder will not have acquired, through exercise of this Warrant Certificate or otherwise, a number of Common Shares which, when added to the number of Common Shares beneficially owned at the beginning of the 60-day period ending on and including the applicable date of exercise of this Warrant Certificate, is in excess of 9.99% of the outstanding Common Shares following such exercise during the 60-day period ending on and including such date of exercise and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” Company shall have the meanings ascribed to no liability for any exercise in reliance on any such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the CommissionSubscription Form. For purposes of this Section 6.4paragraph, in determining the number of the outstanding shares Common Shares the Holder may rely on the number of ​ ​outstanding Common Shares (1) as reflected in the Company's most recent shareholder list, which list shall be provided to the Holder by the Company upon the Holders' written request (which request the Holder shall not submit to the Company on more than one occasion per calendar quarter) and certified by the Company as true, complete and accurate as of the date thereof, or (2) at such time as the Company is a Reporting Company under the Securities Exchange Act of 1934, as reflected in the Company's most recent Form 10-Q or Form 10-K, as the case may be, or a more recent public announcement by the Company or other notice by the Company or its transfer agent setting forth the number of Common Shares outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to exercises of this Warrant Certificate (including the exercise with respect this determination is being made) by the Holder since the date as of which such number of outstanding Common Shares was disclosed or reported. Notwithstanding the foregoing, in the event of any event of default under any promissory note or other instrument of indebtedness issued by the Company to the Holder, the Holder shall have the right to exercise this Warrant Certificate and to convert all or any portion of this Warrant Certificate into Common Stock, in its sole discretion and at such time or times as it deems appropriate.

Ownership Limitation. The Corporation Notwithstanding anything to the contrary contained in any of the Transaction Documents (except as set forth below in this section), Borrower shall not effect any conversion of this Note or otherwise issue any share shares of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion of the Series A Non-Voting Preferred Common Stock pursuant to Section 6.2any other Transaction Document, to the extent that(but only to the extent) that Lender together with any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock outstanding. To the extent the foregoing limitation applies, after giving effect the determination of whether this Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by Lender or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by Lender and its affiliates) shall, subject to such attempted conversion set forth Maximum Percentage limitation, be determined on an applicable Notice the basis of Conversion the first submission to Borrower for conversion, exercise or exchange (as defined in the Certificate case may be). No prior inability to convert this Note, or to issue shares of Designation) Common Stock, pursuant to this section shall have any effect on the applicability of the provisions of this section with respect to the Series A Preferred Stock, such Holder (or any subsequent determination of such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitationconvertibility. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of The shares of Common Stock issuable upon conversion to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Xxxxxx may notify Borrower in writing of the Series A Non-Voting Preferred Stock subject number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Notice Maximum Percentage. Upon receipt of Conversion or such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the Automatic Conversionnumber of the Ownership Limitation Shares. For purposes of this section, as applicablebeneficial ownership and all determinations and calculations (including, without limitation, with respect to which such determination is being made, but shall exclude the number calculations of shares of Common Stock which are issuable upon (Apercentage ownership) conversion of the remaining, unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6.4, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange 1934 Act and the applicable rules and regulations promulgated thereunder. The provisions of the Commission, and this section shall be implemented in a manner otherwise than in strict conformity with the terms “of this section to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership” and “beneficially own” have the meanings ascribed ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such terms thereinMaximum Percentage limitation. In additionThe limitations contained in this section shall apply to a successor holder of this Note and shall be unconditional, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act irrevocable and the applicable rules and regulations of the Commissionnon-waivable. For purposes any reason at any time, upon the written or oral request of this Section 6.4Xxxxxx, Borrower shall within one (1) business day confirm orally and in determining writing to Lender the number of outstanding shares of ​ ​Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Note. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself, provided that the Maximum Percentage in no event exceeds 9.99% of the number of shares of the Common Stock of Borrower outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. The Corporation Company shall not effect any conversion exercise of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1this Warrant, and a Holder shall not have the right to convert exercise any portion of the Series A Non-Voting Preferred Stock this Warrant, pursuant to Section 6.22 or otherwise, to the extent that, that after giving effect to such attempted conversion issuance after exercise as set forth on an the applicable Notice of Conversion (as defined in Exercise, the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of such the Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commissionaffiliates), including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such the Holder and its Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion exercise of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (Ai) conversion exercise of the remaining, unconverted Series A Nonnon-Voting Preferred Stock exercised portion of this Warrant beneficially owned by such the Holder or any of its Attribution Parties, affiliates and (Bii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including including, without limitation, any warrantsother Common Stock equivalents) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar analogous to the limitation contained hereinherein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.44(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of promulgated thereunder, it being acknowledged by the Commission, and Holder that the terms “beneficial ownership” and “beneficially own” have Company is not representing to the meanings ascribed to Holder that such terms therein. In addition, for purposes hereof, “group” has the meaning set forth calculation is in compliance with Section 13(d) of the Exchange Act and the applicable Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations of the Commissionpromulgated thereunder. For purposes of this Section 6.44(e), in determining the number of outstanding shares of ​ ​Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Ownership Limitation. The Corporation Notwithstanding the provisions of this Warrant, in no event shall not effect any conversion of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion of the Series A Non-Voting Preferred Stock pursuant to Section 6.2, this Warrant be exercisable to the extent that, after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined in that the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (or any of such Holder’s affiliates or any other Person who would be a beneficial owner issuance of Common Stock beneficially upon the exercise hereof, after taking into account the Common Stock then owned by the Warrant Holder for and its affiliates, would result in the beneficial ownership by the Warrant Holder and its affiliates of more than 9.99% of the outstanding Common Stock of the Company. For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. In addition, the Company shall not issue any shares of Common Stock upon exercise of this Warrant or otherwise pursuant to the terms of this Warrant if the issuance of such shares of Common Stock (after taking into account the issuance of Common Stock upon conversion of the Notes issued pursuant to the terms of the Note Purchase Agreement) would exceed the aggregate number of shares of Common Stock that the Company may issue upon conversion of the Notes and exercise of the applicable Warrants or otherwise pursuant to terms of the Notes or Warrants without breaching the Company’s obligations under the rules and regulations of the Commission, including any “group” of which the Holder is a member Trading Market (the foregoingnumber of shares which may be issued without violating such rules and regulations, the “Attribution PartiesExchange Cap”), except that such limitation shall not apply in the event that the Company (A) would beneficially own a number obtains the approval of its stockholders as required by the applicable rules of the Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Beneficial Ownership LimitationCompany that such approval is not required, which opinion shall be reasonably satisfactory to the Warrant Holder. For purposes Until such approval or such written opinion is obtained, the aggregate maximum number of shares of Common Stock that all Warrant Holders may be issued in the aggregate, upon exercise of any Warrants (after taking into account Common Stock issuable upon conversion of the foregoing sentence, Notes issued pursuant to the terms of the Note Purchase Agreement) or any other issuance pursuant to the terms of the Warrants shall not exceed the Exchange Cap and the Warrant Holder shall not be issued any shares of Common Stock pursuant to the terms of the Warrants or Notes held by it in an amount greater than the product of (i) the Exchange Cap as of the Initial Closing Date multiplied by (ii) the quotient of (1) the aggregate maximum number of shares of Common Stock issuable to the Warrant Holder at the time of the exercise under the Notes and Warrants issued to the Warrant Holder pursuant to the Note Purchase Agreement divided by (2) the maximum aggregate number of shares of Common Stock beneficially owned by issuable to all of the Purchasers at the time of the conversion under the Notes and Warrants (with respect to each Purchase, the “Exchange Cap Allocation”). In the event that any Warrant Holder shall sell or otherwise transfer any of its Warrants, the transferee shall be allocated a pro rata portion of the Warrant Holder’s Exchange Cap Allocation with respect to such Holder portion of such Warrants so transferred, and its Attribution Parties the restrictions of the prior sentence shall include apply to such transferee with respect to the number portion of the Exchange Cap Allocation so allocated to such transferee. In the event that the Company is prohibited from issuing shares of Common Stock issuable upon conversion pursuant to this Section 3(f) (the “Exchange Cap Shares”), the Company shall refund from the Warrant Price received cash in lieu of issuing such Exchange Cap Shares equal to the sum of: (i) the product of (x) such number of Exchange Cap Shares and (y) the average closing price of the Series A Non-Voting Preferred Common Stock subject to for the Notice of Conversion or five Trading Days preceding the Automatic Conversion, as applicable, date the Holder delivers the applicable exercise notice with respect to which such determination is being made, but shall exclude Exchange Cap Shares to the number of Company; and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock which are issuable upon (A) conversion to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the remaining, unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth incurred in the preceding sentence, for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 6.4, in determining the number of outstanding shares of ​ ​connection therewith.

Ownership Limitation. The Corporation shall not effect any conversion of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have Without the right to convert any portion prior written consent of the Series A Non-Voting Preferred Stock pursuant to Section 6.2General Partner, to the extent that, after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined which may be withheld in the Certificate of Designation) with respect to General Partner's sole discretion, no Person other than the Series A Preferred StockGeneral Partner may own, such Holder (either directly or any of such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by under the Holder for purposes attribution rules of Section 13(d318(a) of the Exchange Act and Code, as modified by Section 856(d)(5) of the Code, an interest of more than 9.9% in the assets or net profits of the Partnership (the "Ownership Limit"). The General Partner may prohibit any transfer of Partnership Units that would cause a Person to own, either directly or under the applicable rules and regulations attribution rules, interests in the Partnership in violation of the CommissionOwnership Limit. Any transfer of Partnership Units that causes a Person to own, including any “group” either directly or under the applicable attribution rules, interests in the Partnership in violation -35- 43 of which the Holder is a member (Ownership Limit without the foregoingprior written approval of the General Partner shall be void ab initio as to the interests in the Partnership that would otherwise have been owned, “Attribution Parties”)) would beneficially own a number of shares of Common Stock either directly or under the applicable attribution rules, in excess of the Beneficial Ownership Limitationownership Limit. For purposes If, notwithstanding the foregoing, a Person owns, either directly or under the applicable attribution rules, interests in the Partnership in violation of the foregoing sentenceOwnership Limit, such interests will automatically be converted to "Excess Partnership Interests" as of the day immediately prior to the first day on which such interests were owned, either directly or under the applicable attribution rules, in violation of the Ownership Limit (the "Exchange Date") and will be transferred as a matter of law on the Exchange Date to a special trust established by the Partnership for the benefit of a charitable organization designated by the Partnership. While interests in the Partnership are Excess Partnership Interests, all distributions in respect of such interests will be for the benefit of the special trust and all rights associated with such interests will be exercised by such special trust. If distributions were made in respect of such interests after the Exchange Date but prior to the discovery that such interests were Excess Partnership Interests, the aggregate number recipient of shares such distributions will be required to pay such distributions to the special trust. In the event that the special trust disposes of Common Stock beneficially owned by such Holder and its Attribution Parties Excess Partnership Units, the special trust shall include pay to the number Person who held such interests in the Partnership at the time that the interests were converted to Excess Partnership Interests an amount equal to the lesser of shares of Common Stock issuable upon conversion (i) the proceeds of the Series A Non-Voting Preferred Stock subject to disposition by the Notice of Conversion or special trust and (ii) the Automatic Conversion, as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion fair market value of the remaininginterests on the Exchange Date. As a condition to approving a transfer of Partnership Units, unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder the General Partner may require a representation from the transferee that the transfer will not cause any Person to own, either directly or any of its Attribution Partiesunder the applicable attribution rules, and (B) exercise or conversion interests in the Partnership in violation of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such terms thereinOwnership Limit. In additionthe absence of such a representation, for purposes hereof, “group” has the meaning set forth in Section 13(d) General Partner may prohibit the transfer of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 6.4, in determining the number of outstanding shares of ​ ​partnership Units.

Ownership Limitation. The Corporation shall not effect any conversion of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion of the Series A Non-Voting Preferred Stock pursuant to Section 6.2, Notwithstanding anything to the extent that, after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined contrary in the this Certificate of Designation) with respect to the Series A Preferred StockDesignations, such Holder (or any of such Holder’s affiliates or any other Person who would be a beneficial owner no shares of Common Stock beneficially owned by will be issued or delivered upon any proposed conversion, redemption or repurchase of any Series A Convertible Preferred Stock of any Holder thereof, and no Series A Convertible Preferred Stock of any Holder thereof will be convertible, in each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would cause such Holder for purposes to become, directly or indirectly, a Beneficial Owner of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. For purposes of this ‎Section 7.4 only, a Person shall be deemed the foregoing sentence“Beneficial Owner” of and shall be deemed to beneficially own any shares Common Stock that such Person or any of such person’s affiliates (as defined in Rule 12b-2 under the Exchange Act) or associates (as defined in Rule 12b-2 under the Exchange Act) is deemed to beneficially own, together with any Common Stock beneficially owned by any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the aggregate Exchange Act. Subject to the following proviso, for purposes of this Section 7.4 only, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder as in effect on the date hereof; provided that the number of shares of Common Stock beneficially owned by such Holder Person and its Attribution Parties affiliates and associates and any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon exercise or conversion of any of the Corporation’s securities or rights to acquire the Common Stock, whether or not such securities or rights are currently exercisable or convertible or are exercisable or convertible only after the passage of time (including the number of shares of Common Stock issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock subject to in respect of which the Notice of Conversion or the Automatic Conversion, as applicable, with respect to which such beneficial ownership determination is being made), but shall exclude the number of shares of Common Stock which are that would be issuable upon (A) conversion of the remaining, unconverted portion of any Series A Non-Voting Convertible Preferred Stock beneficially owned by such Holder Person or any of its Attribution Parties, affiliates or associates and any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the Exchange Act and (B) exercise or conversion of the unexercised or unconverted portion of any of the Corporation’s other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar analogous to the limitation contained herein. Except as set forth in the preceding sentence, herein beneficially owned by such Person or any of its affiliates or associates and any other persons whose beneficial ownership would be aggregated with such Person for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and Act. For the applicable rules and regulations avoidance of doubt, the term “Beneficial Owner” as used in this ‎Section 7.4 shall not include (i) with respect to any Global Preferred Share, the nominee of the Commissiondepositary for such Global Preferred Share or any Person having an account with such depositary or its nominee or (ii) with respect to any certificated Share, the Holder of such certificated Share unless, in each case, such nominee, account holder or Holder shall also be a Beneficial Owner of such Share. The foregoing provisions shall not apply, however, and any delivery of shares of Common Stock made to a converting Holder pursuant to the terms “beneficial ownership” conversion of shares of Series A Convertible Preferred Stock owned by it shall be deemed valid and “beneficially own” have the meanings ascribed not subject to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes limitation under any provision of this Section 6.4, in determining 7.4 if the number Corporation has not received written notice from the Holder of outstanding shares of ​ ​a limitation under this Section ‎7.4(a) on or prior to the fifth Business Day prior to such delivery.

Ownership Limitation. The Corporation Company shall not effect any conversion exercise of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1this Warrant, and a Holder shall not have the right to convert exercise any portion of the Series A Non-Voting Preferred Stock this Warrant, pursuant to Section 6.22 or otherwise, to the extent that, that after giving effect to such attempted conversion issuance after exercise as set forth on an the applicable Notice of Conversion (as defined in Exercise, the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of such the Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commissionaffiliates), including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such the Holder and its Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion exercise of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (Ai) conversion exercise of the remaining, unconverted Series A Nonnon-Voting Preferred Stock exercised portion of this Warrant beneficially owned by such the Holder or any of its Attribution Parties, affiliates and (Bii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including including, without limitation, any warrantsother Common Stock equivalents) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar analogous to the limitation contained hereinherein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.44(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of promulgated thereunder, it being acknowledged by the Commission, and Holder that the terms “beneficial ownership” and “beneficially own” have Company is not representing to the meanings ascribed to Holder that such terms therein. In addition, for purposes hereof, “group” has the meaning set forth calculation is in compliance with Section 13(d) of the Exchange Act and the applicable Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations of the Commissionpromulgated thereunder. For purposes of this Section 6.44(e), in determining the number of outstanding shares of ​ ​Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e). Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Ownership Limitation. The Corporation Holder shall not effect any conversion exercise of any share this Warrant and no holder of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder this Warrant shall not have the right to convert exercise any portion of the Series A Non-Voting Preferred Stock this Warrant pursuant to Section 6.2, 1 to the extent that, that after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined in the Certificate of Designation) with respect to the Series A Preferred Stock, exercise such Holder (or any of together with such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d's affiliates) of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)A) would beneficially own a number of shares of Common Stock in excess of 4.99% of the Beneficial Ownership Limitationoutstanding shares of the Common Stock following such conversion and (B) would have acquired, through exercise of this Warrant or otherwise, in excess of 4.99% of the outstanding shares of the Common Stock following such exercise during the 60-day period ending on and including such exercise date. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such a Holder and its Attribution Parties affiliates or acquired by a Holder and its affiliates, as the case may be, shall include the number of shares of Common Stock issuable upon conversion exercise of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (Ai) conversion exercise of the remaining, unconverted Series A Non-Voting Preferred Stock unexercised Warrant beneficially owned by such Holder or any of holder and its Attribution Parties, affiliates and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company (including including, without limitation, any convertible notes or warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6.41(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Notwithstanding anything to the contrary contained herein, each exercise notice submitted by a holder of this note (an "Exercise Notice") shall constitute a representation by the Holder submitting such Exercuse Notice that, after giving effect to such Exercise Notice, (A) the Holder will not beneficially own (as determined in accordance with this Section 1(d) and (B) during the applicable rules 60-day period ending on and regulations including such exercise date, the Holder will not have acquired, through exercise of this Warrant or otherwise, a number of shares of Common Stock in excess of 4.99% of the Commissionoutstanding shares of Common Stock as reflected in the Company's most recent Form 10-QSB or Form 10-KSB, and as the terms “beneficial ownership” and “beneficially own” have case may be, or more recent public press release or other public notice by the meanings ascribed Company setting forth the number of shares of Common Stock outstanding, but after giving effect to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes exercises of this Section 6.4, in determining Warrant by such holder since the date as of which such number of outstanding shares of ​ ​Common Stock was reported.

Ownership Limitation. The Corporation shall Notes may not effect any conversion be transferred if the transfer would result in ownership by five or fewer individuals of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion more than 50% of the Series A Non-Voting Preferred Stock pursuant to Section 6.2, to aggregate value of all classes of the extent that, after giving effect to such attempted conversion set forth on an applicable Notice of Conversion Company's capital stock (the "Ownership Limitation") determined as defined provided in the Certificate of DesignationSections 856(a)(6) with respect to the Series A Preferred Stock, such Holder (or any of such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(dand 856(h) of the Exchange Act and the applicable rules and regulations Internal Revenue Code of the Commission1986, including any “group” of which the Holder is a member as amended (the foregoing, “Attribution Parties”"Code")) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentenceOwnership Limitation, the aggregate number of shares of Common Stock beneficially into which the Notes may be converted will be deemed owned by such Holder and its Attribution Parties shall include an individual (the number "prohibited transferee") but only to the extent the deemed ownership of shares of such Common Stock issuable upon conversion would violate the Ownership Limitation. If a prohibited transferee attempts to acquire Notes in violation of the Series A Non-Voting Preferred Stock subject Ownership Limitation, such putative transfer to such prohibited transferee shall be void and the intended transferee (I.E., the prohibited transferee) will acquire no rights to the Notice of Conversion or the Automatic Conversion, as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the CommissionNotes. For purposes of this the Ownership Limitation, the term "transfer" includes any sale, transfer, gift, assignment, devise or other disposition, whether voluntary or involuntary, whether of record, constructively or beneficially, and whether by operation of law or otherwise. Any putative transfer of Notes to the extent such transfer if consummated would violate the Ownership Limitation will cause such Notes to be transferred to a person (unaffiliated with the Company or the prohibited transferee) as trustee of a trust for the exclusive benefit of one or more organizations described in Section 6.4501(c)(3) the Code (the "Charitable Beneficiary"). The trustee of the trust will be deemed to own those Notes for the benefit of the Charitable Beneficiary on the day prior to the date of the putative violative transfer. Any interest paid prior to when the Company discovers that Notes were held in trust will be repaid by the prohibited transferee to the Company and any interest after the Record Date but before the applicable Payment Date will be rescinded as void AB INITIO with respect to the prohibited transferee. Any interest so disgorged or rescinded will be paid over to the trustee and held in trust for the Charitable Beneficiary. The trustee of the trust may transfer the Notes held in trust to a person whose ownership of the Notes will not violate the Ownership Limitation. If such a transfer is made, the interest of the Charitable Beneficiary would terminate and proceeds of the sale would be payable to the prohibited transferee and the Charitable Beneficiary. The prohibited transferee would receive the lesser of (i) the price paid by the prohibited transferee for the Notes or, if the prohibited transferee did not give value for the Notes, the market price of the Notes on the day of the event causing the Notes to be held in determining trust or (ii) the number price for the Notes received by the trustee for the sale or other disposition of outstanding shares the Notes held in trust. Any proceeds in excess of ​ ​the amount payable to the prohibited transferee will be payable to the Charitable Beneficiary. The Notes held in trust for the benefit of the Charitable Beneficiary will be offered for sale to the Company at the prevailing market price before being offered for sale to third parties.

Ownership Limitation. The Corporation Company shall not effect any conversion exercise of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1this Warrant, and a Holder shall not have the right to convert exercise any portion of the Series A Non-Voting Preferred Stock this Warrant, pursuant to Section 6.22 or otherwise, to the extent that, that after giving effect to such attempted conversion issuance after exercise as set forth on an the applicable Notice of Conversion (as defined in Exercise, the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of such the Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commissionaffiliates), including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such the Holder and its Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion exercise of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (Ai) conversion exercise of the remaining, unconverted Series A Nonnon-Voting Preferred Stock exercised portion of this Warrant beneficially owned by such the Holder or any of its Attribution Parties, affiliates and (Bii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including including, without limitation, any warrantsother Common Stock equivalents) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar analogous to the limitation contained hereinherein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.44(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of promulgated thereunder, it being acknowledged by the Commission, and Holder that the terms “beneficial ownership” and “beneficially own” have Company is not representing to the meanings ascribed to Holder that such terms therein. In addition, for purposes hereof, “group” has the meaning set forth calculation is in compliance with Section 13(d) of the Exchange Act and the applicable Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations of the Commissionpromulgated thereunder. For purposes of this Section 6.44(e), in determining the number of outstanding shares of ​ ​Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e). Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Ownership Limitation. The Corporation Notwithstanding anything set forth in this Note, the Company shall not effect any conversion of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1this Note, and a Holder shall not have the right to convert any portion of the Series A Non-Voting Preferred Stock pursuant to Section 6.2this Note, to the extent that, that after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined in the Certificate of Designation) with respect to the Series A Preferred Stockissuance after exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) of the Exchange Act and affiliates), as set forth on the applicable rules and regulations Notice of the CommissionConversion, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, this Note with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (A) conversion exercise of the remaining, unconverted Series A Non-Voting Preferred Stock portion of this Note beneficially owned by such Holder or any of its Attribution Parties, affiliates and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation (including any warrants) Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained hereinaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunder, it being acknowledged by a Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the CommissionExchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section applies, the determination of whether this Note is convertible (in relation to other securities owned by such Holder) and of which a portion of this Note is convertible shall be in the sole discretion of a Holder, and the terms “beneficial ownership” submission of a Notice of Conversion shall be deemed to be each Holder’s determination of whether this Note is convertible (in relation to other securities owned by such Holder) and “beneficially own” have the meanings ascribed of which portion of this Note is convertible, in each case subject to such terms thereinaggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, for purposes hereof, “group” has the meaning set forth a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commissionpromulgated thereunder. For purposes of this Section 6.4Section, in determining the number of outstanding shares of ​ ​Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note. The Beneficial Ownership Limitation provisions of this Section may be waived by such Hxxxxx, at the election of such Holder, upon not less than 61 days’ prior notice to the date of the particular Notice of Conversion which would result in the Holder beneficially owning shares of Common Stock in excess of the Beneficial Ownership Limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Ownership Limitation. The Corporation shall not effect (a) Notwithstanding the provisions of Section 14.01, during any conversion period of any share time in which a Holder’s “beneficial ownership” (as determined in accordance with Rule 13d-3 of Series A Non-Voting Preferred Stockthe Exchange Act) of Common Stock is less than 9.5%, including pursuant to Section 6.1, and a the Holder shall not have the right to voluntarily convert all or any portion of the Series A Non-Voting Preferred Notes, and shall not be entitled to receive shares of Common Stock pursuant to Section 6.2in exchange therefore, if (but only to the extent that, ) upon and after giving effect to such attempted conversion set forth on an applicable Notice (and issuance of Conversion any shares of Common Stock in satisfaction of any Fundamental Change or Make-Whole Fundamental Change, as the case may be), and taking into account the method of settlement elected by (as defined in or deemed to have been elected by) the Certificate of Designation) with respect to the Series A Preferred StockCompany under Section 14.03, such Holder (together with such Holder’s Affiliated Parties (including shares held by any “group” of which the Holder or any of such Holder’s affiliates or its Affiliates and any other Person who would be a persons or entities whose beneficial owner ownership of Common Stock beneficially owned by would be aggregated with the Holder Holder’s for purposes of Section 13(d) of the Exchange Act and (the applicable rules and regulations of the Commission, “Affiliated Parties”) (including shares held by any “group” of which the Holder or any of its Affiliated Parties is a member (the foregoing, “Attribution Parties”member)) would beneficially own a have beneficial ownership of more than 9.5% of the total number of shares of Common Stock in excess then issued and outstanding (the “Ownership Limitation”); provided, that, a Holder may, at its option and upon not less than sixty-one (61) days’ prior notice to the Company, elect to increase the Ownership Limitation up to 19.99% of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the aggregate total number of shares of Common Stock beneficially owned by then issued and outstanding. Any such Holder increase will not be effective until the 61st day after such notice is delivered to the Company. The Company hereby covenants and its Attribution Parties agrees not to adopt any shareholder rights plan or take any other action which would have the effect of restricting or adversely affecting the Holder’s election to change such threshold percentage. When submitting any Conversion Notice through the applicable procedures of the Depositary, such holder shall include be deemed to represent and warrant that such conversion will not result in a breach of the number of shares Ownership Limitation. The Trustee and the Conversion Agent shall have no obligation to monitor a Holder’s beneficial ownership of Common Stock issuable upon conversion of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, with respect to which such determination is being made, but Ownership Limitation and shall exclude have no liability for conversions made by beneficial owners exceeding the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 6.4, in determining the number of outstanding shares of ​ ​Ownership Limitation.

Ownership Limitation. The Corporation shall not effect any conversion of any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion of the Series A Non-Voting Preferred Stock pursuant to Section 6.2, Notwithstanding anything to the extent that, after giving effect to such attempted conversion set forth on an applicable Notice of Conversion (as defined contrary in the this Certificate of Designation) with respect to the Series A Preferred StockDesignations, such Holder (or any of such Holder’s affiliates or any other Person who would be a beneficial owner no shares of Common Stock beneficially owned by will be issued or delivered upon any proposed conversion, redemption or repurchase of any Series B Convertible Preferred Stock of any Holder thereof, and no Series B Convertible Preferred Stock of any Holder thereof will be convertible, in each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would cause such Holder for purposes to become, directly or indirectly, a Beneficial Owner of Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. For purposes of this Section 7.4 only, a Person shall be deemed the foregoing sentence“Beneficial Owner” of and shall be deemed to beneficially own any shares Common Stock that such Person or any of such person’s affiliates (as defined in Rule 12b-2 under the Exchange Act) or associates (as defined in Rule 12b-2 under the Exchange Act) is deemed to beneficially own, together with any Common Stock beneficially owned by any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the aggregate Exchange Act. Subject to the following proviso, for purposes of this Section 7.4 only, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder as in effect on the date hereof; provided that the number of shares of Common Stock beneficially owned by such Holder Person and its Attribution Parties affiliates and associates and any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon exercise or conversion of any of the Corporation’s securities or rights to acquire the Common Stock, whether or not such securities or rights are currently exercisable or convertible or are exercisable or convertible only after the passage of time (including the number of shares of Common Stock issuable upon conversion of the Series A Non-Voting B Convertible Preferred Stock subject to in respect of which the Notice of Conversion or the Automatic Conversion, as applicable, with respect to which such beneficial ownership determination is being made), but shall exclude the number of shares of Common Stock which are that would be issuable upon (A) conversion of the remaining, unconverted portion of any Series A Non-Voting B Convertible Preferred Stock beneficially owned by such Holder Person or any of its Attribution Parties, affiliates or associates and any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the Exchange Act and (B) exercise or conversion of the unexercised or unconverted portion of any of the Corporation’s other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar analogous to the limitation contained herein. Except as set forth in the preceding sentence, herein beneficially owned by such Person or any of its affiliates or associates and any other persons whose beneficial ownership would be aggregated with such Person for purposes of this Section 6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and Act. For the applicable rules and regulations avoidance of doubt, the term “Beneficial Owner” as used in this Section 7.4 shall not include (i) with respect to any Global Preferred Share, the nominee of the Commissiondepositary for such Global Preferred Share or any Person having an account with such depositary or its nominee or (ii) with respect to any certificated Share, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to Holder of such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 6.4certificated Share unless, in determining the number each case, such nominee, account holder or Holder shall also be a Beneficial Owner of outstanding shares of ​ ​such Share.