Common use of Prohibited Transactions Clause in Contracts

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares Stock or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares Stock or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, ; or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares Stock of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelledcanceled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares Stock or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this AgreementPlan, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this AgreementPlan, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this AgreementPlan, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this AgreementPlan, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders shareholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this AgreementPlan, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, ; or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this AgreementPlan, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. Except in the ordinary course of Seller’s business consistent with past practices, Seller shall not (a) sell, pledge, dispose of or encumber, or authorize or propose the sale, pledge, disposition or encumbrance of, any its Assets (other than the sale of Inventory in the ordinary course of business, which shall be replenished such that as of the Closing Date, there will be on hand Inventory levels which shall be not less than the minimum inventory levels as listed and described on Schedule 2.1(f)-2; (b) make any change in its methods of management, marketing, accounting or operating (or practices relating to trade accounts or to other payments); (c) authorize any single capital expenditure in excess of $1,000 or capital expenditures in the aggregate in excess of $5,000, except as would be incurred in the ordinary course of business consistent with past practices; (d) allow any Lien or other encumbrance to be placed on any of its Assets other than purchase money liens and capital leases incurred in the ordinary course of business consistent with past practice, provided, that, such Liens are promptly disclosed to Purchaser and are either released on or before the Closing Date of Seller’s Assets or, if not released, secure an Assumed Liability; (e) commit to take or take any action with respect to increasing the existing salary or compensation of any officer, director, consultant or independent contractor of Seller, (f) enter into (i) Notwithstanding anything any contract that provides for payments to another Person by Seller of more than $10,000 in the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (aggregate other than in the ordinary course of business consistent with past practice provided, that, any such contracts that are entered into by any Seller that exceed the forgoing dollar threshold are promptly disclosed to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, Purchaser or (ii) providing for any special payment, tax, charge or similar provision other transaction in connection with the issuance operation of its Business, of any nature whatsoever, which may knowingly or willfully cause a Material Adverse Effect; (g) amend, cancel, terminate or default under any material contract or commitment of its Business, including, without limitation, the Common Shares Real Property Lease, the Equipment Leases or Assigned Contracts or (h) other than in the ordinary course of the Principal Party pursuant business consistent with past practice, commit to the provisions of this Section 13, then the Company hereby agrees take or take any action with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered respect to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescindedincreasing, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, make or as a consequence ofcommit to make any other adjustment to, the consummation existing salary or compensation package of such Section 13 Eventany employee. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Ordinary Shares or common stock ordinary share equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Ordinary Shares or common stock ordinary share equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Ordinary Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Ordinary Shares or common stock ordinary share equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders shareholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock shares equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock share equivalents of the Principal Party at less than such Current Per Share Market Price, ; or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelledcanceled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock share equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders shareholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares Stock or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares Stock or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, ; or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares Stock of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares Stock or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if In case the Principal Party which is to be a party to a transaction referred to in this Section 13 has a provision in any of its authorized securities or in its organizational documents that charter or By-laws or other instrument governing its affairs, which provision would have the effect of (iA) causing the such Principal Party to issue (other than to holders of Rights pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a transaction referred to in this Section 13 Event13, shares of Common Shares or common stock equivalents Stock of the such Principal Party at less than the then Current Per Share current Fair Market Price thereof Value (determined pursuant to Section 11(d)) or securities exercisable for, or convertible into, Common Shares or common stock equivalents Stock of the such Principal Party at less than such Current Per Share Fair Market PriceValue, or (iiB) providing for any special payment, tax, charge tax or similar provision provisions in connection with the issuance of the Common Shares Stock of the such Principal Party pursuant to the provisions of this Section 13, then then, in such event, the Company hereby agrees with each holder of Rights that it will shall not consummate any such Section 13 Event transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in question of such provision has Principal Party shall have been cancelledcanceled, waived, amended waived or rescindedamended, or that such the authorized securities will shall be redeemed, so that such the applicable provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Eventthe proposed transaction. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares Stock or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (a) From the date hereof until the expiration of fifteen (15) Trading Days after a registration statement filed pursuant to the Registration Rights Agreement has been declared effective, the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of any of its equity securities or securities convertible into its equity securities. Notwithstanding the foregoing, the Company may, at any time, (i) Notwithstanding anything issue any equity securities it is obligated to issue pursuant to any agreement to which it is a party as of the contrary in this Agreementdate hereof, if including but not limited to all agreements with the Principal Party has Investors, placement agents, consultants and licensors, and any amendment thereto subsequent hereto, provided any such amendment is approved by a provision in any majority of its authorized the Board of Directors, (ii) issue options, equity securities or in its organizational documents that would have similar awards to employees, consultants and directors of the effect Company upon approval of a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (iiii) causing issue equity securities as a dividend or distribution with respect to all of the Principal Party outstanding Common Stock, (iv) issue equity securities or securities convertible into equity securities to issue (other than to holders of Rights pursuant to Section 13), any bank or equipment lessor in connection with, with a financing or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Priceequipment lease, or (iiv) providing for any special payment, tax, charge or similar provision in connection with the issuance of the issue Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, Stock as a result of a reduction in the consummation exercise price of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance Series A Warrants, the Series B Warrants or Series C Warrants, (vi) issue Common Stock or options for Common Stock pursuant to the Amended and Restated License Agreement dated December 30, 2004 with the University of Common Shares or common stock equivalents Chicago, including any amendments thereto approved by a majority of the Principal Party upon exercise Board of outstanding Rights have not been irrevocably waived or rendered inapplicable; Directors, (Cvii) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders issue Common Stock pursuant to a "Strategic Transaction" approved by a majority of the Person who constitutesBoard of Directors. A "Strategic Transaction" shall mean (x) any transaction with an acquiror, acquisition target company or merger partner, or would constitute(y) a joint venture, corporate alliance, research agreement or licensing transaction with respect to one or more technologies, assets, compounds, compound families, and/or products or product candidates, but shall not include a transaction in which the Principal Party have received a distribution Company is issuing securities primarily for the purpose of Rights previously owned by such Person raising capital or any of its Affiliates or Associatesto an entity whose primary business is investing in securities; or (Dviii) issue common stock and Warrants in a second offering (the form or nature "Second Offering") on terms the same as those contained herein; provided such Second Offering is for an aggregate amount no greater than the difference of organization $10 million and the aggregate amount raised pursuant to this Agreement; and provided that the Second Offering is consummated within thirty days of the Principal Party would preclude or limit the exercisability of the Rightslast Closing Date hereunder.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares Stock or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares Stock or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, ; or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares Stock of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelledcancelledcanceled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares Stock or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. No Credit Party shall do or permit to be done, voluntarily or involuntarily, or by operation of law or otherwise, any of the following (each, a “Prohibited Transaction”) without the prior written consent of Lender, in its sole discretion: (a) sell, lease, mortgage, pledge, license, assign, transfer, or otherwise encumber or dispose of any Collateral to any Person, except for (i) sales of inventory in the ordinary course of business; (ii) so long as no Default has occurred and is continuing, sales or other dispositions of obsolete equipment consistent with past practices, so long as such items are replaced by items of equal or greater value and utility; (iii) the TRS Lease and guest rentals in the ordinary course of business; and (iv) Permitted Exceptions; (b) sell, mortgage, pledge, assign, transfer, or otherwise encumber or dispose of its interest in this Agreement or the other Loan Documents; (c) engage in or allow a change of 22369996 22369996 Control of any Credit Party to occur, including a change resulting from (i) direct or indirect transfers of beneficial ownership of, or the right and power to vote, stock or partnership, membership or other ownership interests, whether in one or a series of transactions; or (ii) creation or issuance of new or additional equity interests; (d) pledge, assign, or otherwise encumber or dispose of any interest in any Credit Party as collateral for any obligation of a Credit Party or any other Person; or (e) enter into any agreement to do, or which would or could result in, any of the foregoing. Notwithstanding anything to the contrary contained in this AgreementSection 5.8, if the Principal Party has following shall be permitted hereunder and shall not be a provision Prohibited Transaction: (a) The transfer of direct or indirect beneficial ownership interests in any of its authorized securities or in its organizational documents that would have the effect of Condor Hospitality Trust, Inc., a Maryland corporation (“Condor”), so long as Condor at all times (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13)remains publicly traded on NASDAQ, in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or and (ii) providing for any special paymentqualifies as a real estate investment trust under Section 856 of the Internal Revenue Code of 1986, taxas amended. (b) The transfer of direct or indirect beneficial limited partnership interests, charge or similar provision in connection with the creation or issuance of new or additional limited partnership interests, in Supertel Limited Partnership, a Virginia limited partnership (“Supertel LP”), provided that: (i) No Default or Event of Default shall be continuing at the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation time of such Section 13 Event.transfer, creation or issuance; (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate Condor at all times directly or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result indirectly owns all of the consummation general partnership interests in Supertel LP; (iii) Such transfer, creation or issuance shall not cause Condor to directly or indirectly own and control less than 51% of the beneficial ownership interests in Supertel LP; (iv) If such transfer, creation or issuance would cause the transferee, together with its Affiliates, to increase its direct or indirect ownership interest in Supertel LP to an amount which equals or exceeds 10%, such transferee is a Qualified Transferee and Lender is provided 30 days advance written notice of such Section 13 Eventtransaction; and (v) After giving effect to such transfer, would eliminate creation or diminish in any material respect issuance, Condor shall continue to have Control over Borrower, manage the benefits intended day-to-day operations of Borrower, and continue to be afforded by the Rights; (B) all rights of first refusal own, directly or preemptive rights in respect indirectly, at least 51% of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rightsbeneficial ownership interests in Borrower.

Prohibited Transactions. (a) For so long as the Purchaser Group collectively owns or has the right to acquire 10% or more of the Common Stock (including Warrant Shares) held immediately after consummation of the First Purchase or the Second Purchase, as appropriate, the Company shall not, nor shall it permit any of its affiliates to, (i) Notwithstanding anything initiate, solicit or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate or induce, any inquiries with respect to a Prohibited Transaction or the contrary making of any proposal that constitutes, or that may reasonably be expected to lead to, any Prohibited Transaction (as defined below), (ii) enter into discussions or negotiate with any Excluded Transferee (as defined below) or any other person in this Agreementfurtherance of any inquiries with respect to a Prohibited Transaction or to effect a Prohibited Transaction, if (iii) agree to or endorse a Prohibited Transaction, or (iv) authorize or instruct any officer, director, employee or other agent of the Principal Party has a provision in Company to take any of its authorized securities or the actions described in its organizational documents that would have the effect of clauses (i) causing through (iii) above; provided, however, that nothing contained in -------- ------- this Section 5.8(a) shall prohibit the Principal Party to issue (other than to holders Board of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents Directors of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents Company from taking any of the Principal Party at less than such Current Per Share Market Priceactions described in clauses (i) through (iv) above in the event that the Board of Directors of the Company concludes in good faith, or (ii) providing for any special payment, tax, charge or similar provision in connection after consultation with the issuance of the Common Shares of the Principal Party pursuant to Company's outside counsel, that, notwithstanding the provisions of this Section 135.8, then any such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law (a "Required Action"); and provided, further, that (x) in the -------- ------- event that the Board of Directors determines, in the manner aforesaid, that any such action is a Required Action, the Board of Directors shall not take such Required Action unless and until (A) the Board of Directors has given the Purchaser notice of its intention to take such Required Action, (B) a period of five business days has elapsed since such notice was given, and (C) the Board of Directors continues to keep the Purchaser apprised, through written notice, of the status of such Required Action; and (y) in the event that the Board of Directors determines that it is in the best interests of the Company hereby agrees with each holder to enter into or agree to be bound by definitive documentation regarding a Prohibited Transaction, the Board of Rights that it will Directors shall not consummate enter into or agree to be bound by any such definitive documentation unless and until (I) the Board of Directors has given the Purchaser notice of its intention to enter into or agree to be bound by such definitive documentation and (II) a period of ten business days has elapsed since such notice was given. Notwithstanding the foregoing, nothing contained in this Section 13 Event unless prior thereto 5.9(a) shall prohibit the Board of Directors of the Company from complying with Rule 14d-9 or 14e-2 promulgated under the Exchange Act with regard to a Prohibited Transaction. (b) For so long as the Purchaser Group collectively owns or has the right to acquire 10% or more of the Common Stock (including Warrant Shares) held immediately after consummation of the First Purchase or the Second Purchase, as appropriate, the Company shall not, nor shall it permit any of its affiliates to, enter into any agreement with any Excluded Transferee with respect to any transaction (other than in the definitive agreements for a transaction described in either clause (i) or (ii) of the definition of "Prohibited Transaction," with respect to which the Company has complied with the provisions of subsection (a) of this Section 5.8), if such agreement (1) provides for payments to an Excluded Transferee in the event that the Company enters into an Acquisition Transaction, or (2) otherwise precludes in any manner any type of transaction between the Company and such Principal Party have executed any of its affiliates, on the one hand, and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person Purchaser or any of its Affiliates or Associates; or Affiliates, on the other hand. (Dc) For purposes of this Section 5.8, the form or nature of organization of following terms shall have the Principal Party would preclude or limit the exercisability of the Rights.corresponding meanings set forth herein:

Prohibited Transactions. From the date of this Agreement through the Closing Date, and with respect to any Excluded Asset, the earlier of the closing date of such transfer pursuant to Section 7.1(c) or the outside date referenced in Section 7.1(c) for any Excluded Asset which is unable to be transferred to Buyer, and except as required by applicable Law, or expressly required or contemplated by this Agreement or any Transaction Document, without Buyer’s consent in writing (provided that consent provided by an authorized representative of Buyer via e-mail will be acceptable for such purposes), Sellers will not and will cause the Colony Fund Entities and Controlled Transferred Entities not to approve, vote for or consent to (and with respect to the Non-Controlled Transferred Entities and Portfolio Investments shall not vote in favor of any action to); provided that Sellers will endeavor to provide Buyer with five (5) Business Days’ advance notice of any matter set forth below (and to the extent the matter is urgent, as much advance notice as practicable), and in the event Buyer does not consent in writing (provided that consent provided by an authorized representative of Buyer via e-mail will be acceptable for such purposes) within the necessary timeframe, such matter will be referred to the Business Principals to discuss in good faith; provided further that if the Business Principals are unable to come to a mutually satisfactory resolution in good faith with respect to such matter within three (3) Business Days after the matter is referred to the Business Principals, and Sellers thereafter, upon the advice of outside counsel, conclude that not taking such action would be inconsistent with their fiduciary duties, Buyer’s consent shall be automatically be deemed provided and Sellers shall provide prompt notice to Buyer of any such action taken pursuant to this proviso; and provided further that if Sellers in good xxxxx xxxx that the matter is of an urgent nature and Buyer is unable to provide its timely consent, Sellers may convene a meeting of the Business Principals to discuss in good faith on no less than thirty six (36) hours’ notice: (a) other than as required by a Benefit Plan as in effect on the date hereof or required by applicable Law, (A) increase the compensation of any Business Employee or any director, employee or independent contractor of the Transferred Entities or the Portfolio Investments, (B) grant any retention, change of control, severance, pension or other compensation or benefits in respect of, or accelerate the vesting or payment of any compensation or benefit for, any Business Employee (other than pursuant to the Employee Retention Plan) or any director, employee or independent contractor of the Transferred Entities or the Portfolio Investments, (C) enter into, adopt, amend, terminate or increase the coverage or benefits available under any Benefit Plan for any Business Employees (or other compensation or benefit plan, program, agreement or arrangement that would be a Benefit Plan if in effect on the date of this Agreement) or any director, employee or independent contractor of the Transferred Entities or the Portfolio Investments, or (D) hire any employees; (b) amend the Organizational Documents of the Transferred Entities, Fund Vehicles or any of their Subsidiaries or any Fund Governance Documents in a manner that is not ministerial without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed; (c) cause the termination, dissolution or winding up of any of the Transferred Entities, Fund Vehicles or any of their respective Subsidiaries (unless required in accordance with the applicable Organizational Documents or Fund Governance Documents); (d) enter into any transaction or arrangement that would result in the reallocation or assignment of all or any portion of any carried interest distributable by any Fund Vehicle, other than to a Colony Management Participant in accordance with Section 7.2(c), or management fees payable by the Fund Vehicles, except as permitted pursuant to Section 7.2(a)(v); (e) incur, assume, or guaranty any Indebtedness (other than (i) Notwithstanding anything the Indebtedness to the contrary extent set forth in Section 7.3(e) of the Disclosure Schedule, (ii) pursuant to existing lines of credit disclosed in the Disclosure Schedule, or Indebtedness of the portfolio investments managed by the Colony Fund Entities disclosed in the Disclosure Schedule, up to the maximum committed amount existing on the date hereof and without modification of any borrowing base or similar criteria that would increase availability thereunder as exists on the date hereof and (iii) incurrence of Indebtedness owing to another Person subject to this Agreementcovenant that funded such Indebtedness with the Fortress Loan, if as described in the Principal Party has foregoing clause (ii), in accordance with the terms thereof, and in each of the foregoing clauses (ii) and (iii), in the ordinary course of business consistent with past practice); (f) issue any equity securities or any option or right relating thereto or to any of the Fund Vehicles, including in respect of any distributions of carried interest by such Fund Vehicles or the allocation of such carried interest other than to a provision Colony Management Participant in accordance with Section 7.2(c); (g) mortgage, pledge or otherwise encumber any of its authorized securities properties or assets, other than with Permitted Liens, or sell, transfer, or otherwise dispose of any of its material properties or assets, in its organizational documents that would have the effect of each case except (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market PriceMaterial Contracts, or (ii) providing for any special payment, tax, charge or similar provision in connection with Portfolio Investments in the issuance ordinary course of the Common Shares of the Principal Party pursuant to the provisions of this Section 13business consistent with past practice; (h) waive any right, then the Company hereby agrees with each holder of Rights that it will not consummate forgive any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescindeddebt, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event.release any claim; (iii) Notwithstanding anything amend or waive the terms or obligations with respect to any Investment Loan or fail to enforce the contrary in this Agreementterms of any Investment Loan (including any default thereunder); (j) redeem any interests of any Parties, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstandingLimited Partners, or any agreements employee, except as otherwise permitted or arrangementscontemplated by this Agreement or as required by a Fund Governance Document; (k) voluntarily dispose, thatconvey, as a result liquidate, mortgage, sell, assign or transfer any Assets, including the Interests or Management Rights, other than pursuant to Material Contracts or in the ordinary course of business consistent with past practice; (l) make any voluntary capital contributions to the extent not reflected on Section 7.3(l) of the consummation Disclosure Schedule or fail to make any required capital contributions with respect to any Interests or Portfolio Investments in accordance with the terms of such Section 13 Event, would eliminate the applicable Fund Governance Document or diminish other Material Contract or otherwise breach in any material respect any of its or its Affiliates’ obligations under any such agreement; (m) waive any right with respect to, forgive or release any Indebtedness owed to any Controlled Transferred Entity, Fund Vehicle, or Colony Fund Entity, or agree to amend, modify, or supplement any such Indebtedness, or release any collateral securing any such Indebtedness or any guarantor of such Indebtedness; (n) settle any Legal Proceeding relating to the benefits intended Transferred Entities, Fund Vehicles, Colony Fund Entity, Subsidiary thereof or Portfolio Investment (i) with any Governmental Entity, (ii) which, in the aggregate together with any other Legal Proceedings settled between the date hereof and the Closing Date requires payment in excess of $1,000,000, (iii) that involves admission of Liability or wrongdoing, or restrictions on the business, operations, or properties of the Transferred Entities, Colony Fund Entities, Fund Vehicles, Portfolio Investments or General Partner or Subsidiary thereof, or (iv) set forth on Section 7.3(n) of the Disclosure Schedule; (o) cancel, terminate, fail to be afforded keep in place, or reduce the amount of insurance coverage provided by the Rightsinsurance policies held by the Controlled Transferred Entities or Fund Vehicles which are in effect as of the date hereof, without obtaining similar policies of insurance with no less than the limits of coverage now carried; provided that nothing in this Agreement shall preclude any renewals to such policies; (Bp) all rights make any loans, advances, guaranties or capital contributions to or investments in any other Person, other than pursuant to Material Contracts in effect on the date hereof that have been made available to Buyer prior to the date hereof and loans, advances, capital contributions and investments contemplated by clause (ii) or the parenthetical in clause (c) above; (q) make, change, or revoke any material Tax election or change in any method of first refusal Tax accounting of the TRC Entities or preemptive rights the Fund Vehicles, amend any material Tax Return or waive or extend the statute of limitations in respect of any material Tax of a TRC Entity or Fund Vehicle or (ii) to the issuance extent within the control of Common Shares Sellers or common stock equivalents their Affiliates, cause any Non-TRC Entity to make, change, or revoke any material Tax election or change in any method of Tax accounting, cause any Non-TRC Entity to amend any material Tax Return or waive or extend the statute of limitations in respect of any material Tax; provided, however, that nothing in this Agreement shall preclude any TRC Entity, Fund Vehicle, or Non-TRC Entity from making or revoking any election or taking any other action reasonably necessary (taking into account whether an action could reasonably be taken by Sellers or their Affiliates in a manner that would not adversely affect any TRC Entity, Fund Vehicle, or Non-TRC Entity) to preserve the status of Colony Capital, Inc., as a REIT; provided, further that, prior to taking any such action with respect to a TRC Entity, Fund Vehicle, or Non-TRC Entity reasonably necessary to preserve the status of Colony Capital, Inc. as a REIT, Sellers shall use commercially reasonable efforts to notify and discuss such proposed action with Buyer; (r) permit to lapse or abandon any Intellectual Property that is material to the Controlled Transferred Entities and the Colony Fund Entities (unless such Intellectual Property is being retained by Sellers pursuant to the terms of this Agreement); (s) except as otherwise provided in clause (b) above, amend or modify in any material respect or terminate any Material Contract of a Transferred Entity or enter into an agreement that would constitute a Material Contract of a Transferred Entity if entered into prior to the date hereof, other than renewals in the ordinary course of business consistent with past practice, or otherwise waive, release or assign any material rights, claims or benefits thereto of the Principal Party upon exercise Transferred Entities or Fund Vehicles; (t) modify any fee structure (including any waiver of outstanding Rights have not been irrevocably waived fees); (u) enter into any Affiliate Agreements or rendered inapplicable; (C) prior tootherwise engage in any transactions which, simultaneously with pursuant to the Fund Governance Documents or immediately after such Section 13 EventOffering Documents, would require the stockholders consent of the Person who constitutesLimited Partners or the Limited Partner advisory committee of any Fund Vehicle; (v) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization, disposition (of assets or would constitute, equity) or other reorganization of the Principal Party have received a distribution of Rights previously owned by such Person Transferred Entities or any of its Affiliates or Associatestheir Subsidiaries; or (Dw) the form agree or nature of organization commit to do any of the Principal Party would preclude or limit the exercisability of the Rightsforegoing.

Prohibited Transactions. During the last thirty (i30) Notwithstanding anything days prior to the contrary date hereof or the date of any conversion of a Note, neither the Purchaser party hereto or holding such Note nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby and thereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in this Agreementrespect of the Securities, if or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the Principal Party has a provision box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Shares or the Conversion Shares, granted any other right (including, without limitation, any put or call option) with respect to the Shares or the Conversion Shares or with respect to any security that includes, relates to or derived any significant part of its authorized securities value from the Shares or the Conversion Shares or otherwise sought to hedge its position in its organizational documents that would have the effect Securities (each, a “Prohibited Transaction”). In the case of a Prohibited Transaction involving the Shares, prior to the earliest to occur of (i) causing the Principal Party to issue (other than to holders termination of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Pricethis Agreement, or (ii) providing the Effective Date (as that term is defined in the Registration Rights Agreement) such Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. In the case of a Prohibited Transaction involving the Conversion Shares, prior to the conversion of such Note, the Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Purchaser acknowledges that the representations, warranties and covenants contained in this Section 4.7 are being made for any special payment, tax, charge or similar provision in connection with the issuance benefit of the Common Shares Purchasers as well as the Company and that each of the Principal Party pursuant other Purchasers shall have an independent right to assert any claims against such Purchaser arising out of any breach or violation of the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event4.7. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreementcontained herein, if the Principal Party has a provision in following transactions are specifically prohibited to the Partnership: (i) the Partnership shall not make any loans to the General Partner or any of its authorized securities or in its organizational documents Affiliates, except that would have this provision shall not prohibit the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection Partnership from entering into repurchase agreements with the issuance of the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event.Lehman Brothers; (ii) Notwithstanding anything the Partnership shall not sell ox xxxxe any property to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person General Partner or any of its Affiliates except on terms that are at least as favorable as those obtainable from unaffiliated third parties, except that this provision shall not prohibit any transaction contemplated by Section 10.4 or AssociatesSection 11.2 hereof or any transaction that is permitted by the terms of any partnership agreement or investment contract into which the Partnership may enter in the future by virtue of its investment as a general or limited partner of such partnership, where an Affiliate of the General Partner also acts as general partner of such partnership; (iii) the Partnership shall not engage in any transaction with an affiliated person prohibited by the Investment Company Act of 1940, as amended, unless an exemption therefor has been duly obtained; (iv) the Partnership shall not issue any debt securities in violation of the Investment Company Act of 1940, as amended, unless an exemption therefor has been duly obtained; and (v) the Partnership shall not co-invest with Lehman Brothers or one or more investment partnersxxxx xr funds managed by Lehman Brothers unless the following conditions are met: (A) in the case of a co-investment with Lehman Brothers or a Lehman Brothers Affiliate, xxx officers and directors of the General Partner shall have determined that the investment by the affiliated co-investor would not disadvantage the Partnership in making the investment, in maintaining its investment position or in disposing of its position; (B) the amount invested by the co-investor shall be at least equal to the Required Investment; and (C) the General Partner obtains from the co-investor an undertaking (x) to maintain its investment in an amount at least equal to the Required Investment in the joint investment, (y) to give the General Partner sufficient, but not less than one day's, notice of its intent to dispose of any of its investment in the joint investment, and (z) to refrain from disposing of its investment unless the Partnership has the opportunity to dispose of its investment in the joint investment prior to or concurrently with, and on the same terms as, the co- investor; provided, that an investment may be made in an instance in which -------- the amount of the affiliated co-investors' investment is less than the Required Investment if (i) all joint investments by the Partnership, including any investments by a co-investor in an amount less than the Required Investment, will in the aggregate satisfy the undertaking that the amount invested by a co- investor will be at least equal to the Required Investment, (ii) the Partnership will be permitted by the co-investor to determine what portion of the available investment the Partnership wishes to take so that the Partnership would not be required to limit its investment in favor of the co-investor, and (iii) the co-investor undertakes to the Partnership that it will abide by the determination of the Partnership as to (x) disposing of the joint investment or (Dy) exercising any right to vote that may accompany the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rightsinvestment.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the Principal Party pursuant to the provisions -30- of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares Stock or common stock equivalents Common Stock Equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares Stock or common stock equivalents Common Stock Equivalents of the Principal Party at less than such Current Per Share Market Price, ; or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares Stock of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelledcanceled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares Stock or common stock equivalents Common Stock Equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders shareholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.

Prohibited Transactions. (i) Notwithstanding anything During the last 30 days prior to the contrary date ----------------------- hereof, neither such Buyer, nor any Affiliate of such Buyer, foreign or domestic, which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Buyer's investments or trading or information concerning such Buyer's investments, including in this Agreementrespect of the Securities, if and (z) is subject to such Buyer's review or input concerning such Affiliate's investments or trading (collectively, "TRADING AFFILIATES") has, directly or indirectly, effected or agreed to effect any short sale (as defined in Rule 200 under Regulation SHO), whether or not against the Principal Party has a provision box, established any "put equivalent position" (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, borrowed or pre-borrowed any shares of Common Stock, or granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its authorized securities value from the Common Stock or otherwise sought to hedge its position in its organizational documents that would have the effect Securities each, a "PROHIBITED TRANSACTION"). Prior to the earliest to occur of (i) causing the Principal Party to issue (other than to holders termination of Rights pursuant to Section 13)this Agreement, in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii) providing for the Effective Date or (iii) the Effectiveness Deadline, such Buyer shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in (a) a Prohibited Transaction nor (b) any special paymentsale, taxassignment, charge pledge, hypothecation, put, call, or similar provision in connection with the issuance other transfer of any of the shares of Common Shares Stock, warrants or other securities of the Principal Party pursuant issuer acquired hereunder. Notwithstanding the foregoing, if such Buyer or any Trading Affiliate is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Buyer's or Trading Affiliate's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Buyer's or Trading Affiliate's assets, the representations set forth above shall only apply with respect to the provisions portion of this Section 13, then the Company hereby agrees with each holder of Rights assets managed by the portfolio manager that it will not consummate any such Section 13 Event unless prior thereto made the Company and such Principal Party have executed and delivered investment decision to purchase the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event. (ii) Notwithstanding anything to the contrary in Securities covered by this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights.