Common use of Beneficial Ownership Limitation on Conversions Clause in Contracts

Beneficial Ownership Limitation on Conversions. The Company shall not effect the conversion of any portion of the Preferred Shares, and no Holder shall have the right to convert any portion of the Preferred Shares, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person's Affiliates) would have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "Maximum Percentage") of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentences, the aggregate number of shares of Common Stock beneficially owned by a Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Preferred Shares) beneficially owned by such Holder or any of its other Attribution Parties subject to a limitation on conversion or exercise analogous to the limitation contained in this Section. For purposes of this Section 9(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, a Holder may acquire upon the conversion of the Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company, or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 the Preferred Shares, by such Holder and any of its other Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Preferred Shares that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Preferred Shares in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company shall not effect the conversion of any portion of the Series B Preferred Shares, and no Holder shall have the right to convert any portion of the Series B Preferred Shares, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person's ’s Affiliates) would have acquired, through conversion of Series B Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "“Maximum Percentage"”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentences, the aggregate number of shares of Common Stock beneficially owned by a Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Series B Preferred Shares with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Series B Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Series B Preferred Shares) beneficially owned by such Holder or any of its other Attribution Parties subject to a limitation on conversion or exercise analogous to the limitation contained in this Section. For purposes of this Section 9(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, a Holder may acquire upon the conversion of the Series B Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company, or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 the Series B Preferred Shares, by such Holder and any of its other Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.994.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Series B Preferred Shares that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Series B Preferred Shares in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company Corporation shall not effect the conversion of any portion of the Series A Preferred SharesStock, and no Holder shall have the right to convert any portion of the Series A Preferred SharesStock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (Holder together with such Person's Affiliates) the other Attribution Parties collectively would have acquired, through conversion beneficially own in excess of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "“Maximum Percentage"”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentencessentence, the aggregate number of shares of Common Stock beneficially owned by a Holder and the its other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series A Preferred Shares Stock beneficially owned by such Holder or any of the its other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Preferred Shares) Warrants beneficially owned by such Holder or any of its other Attribution Parties Party subject to a limitation on conversion or exercise analogous to the limitation contained in this SectionSection 8(d). For purposes of this Section 9(i8(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, Stock a Holder may acquire upon the conversion of the Series A Preferred Shares Stock without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company's Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2y) a more recent public announcement by the Company, Corporation or (3z) any other written notice by the Company Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail 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 CompanyCorporation, including the Series A Preferred SharesStock, by such Holder and any of its other Attribution Parties Party since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the CompanyCorporation, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.994.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, Corporation and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Series A Preferred Shares Stock that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Series A Preferred Shares Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i8(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i8(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company Corporation shall not effect the conversion of any portion of the Series A Preferred SharesStock, and no Holder shall have the right to convert any portion of the Series A Preferred SharesStock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (Holder together with such Person's Affiliates) the other Attribution Parties collectively would have acquired, through conversion beneficially own in excess of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "“Maximum Percentage"”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentencessentence, the aggregate number of shares of Common Stock beneficially owned by a Holder and the its other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series A Preferred Shares Stock beneficially owned by such Holder or any of the its other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Preferred Shares) Warrants beneficially owned by such Holder or any of its other Attribution Parties Party subject to a limitation on conversion or exercise analogous to the limitation contained in this SectionSection 8(d). For purposes of this Section 9(i8(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, Stock a Holder may acquire upon the conversion of the Series A Preferred Shares Stock without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company's Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2y) a more recent public announcement by the Company, Corporation or (3z) any other written notice by the Company Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail 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 CompanyCorporation, including the Series A Preferred SharesStock, by such Holder and any of its other Attribution Parties Party since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the CompanyCorporation, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.994.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, Corporation and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Series A Preferred Shares Stock that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Series A Preferred Shares Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(116A-2(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i8(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i8(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company Corporation shall not effect the conversion of any portion of the Series A Preferred SharesStock, and no Holder shall not have the right to convert any portion of the Series A Preferred SharesStock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (Holder together with such Person's Affiliates) the other Attribution Parties collectively would have acquired, through conversion beneficially own in excess of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.999.99% (the "Maximum Percentage") of the shares of Common Stock outstanding immediately after giving effect to such conversion. The Corporation shall not give effect to any voting rights of the Series A Preferred Stock, and no Holder shall have the right to exercise voting rights with respect to any Series A Preferred Stock pursuant hereto, to the extent that giving effect to such voting rights would result in such Holder together with the other Attribution Parties being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the foregoing sentences, the aggregate number of shares of Common Stock beneficially owned by a Holder and the its other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion convert of the remaining, nonconverted shares of Series A Preferred Shares Stock beneficially owned by such Holder or any of the its other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Series A Preferred SharesStock) beneficially owned by such Holder or any of its other Attribution Parties Party subject to a limitation on conversion or exercise analogous to the limitation contained in this SectionSection 7(d). For purposes of this Section 9(i7(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, Stock a Holder may acquire upon the conversion of the Series A Preferred Shares Stock without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the CompanyCorporation's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2y) a more recent public announcement by the Company, Corporation or (3) any other written notice by the Company Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 CompanyCorporation, including the Series A Preferred SharesStock, by such Holder and any of its other Attribution Parties Party since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the CompanyCorporation, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, Corporation and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Series A Preferred Shares Stock that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Series A Preferred Shares Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i7(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i7(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company Corporation shall not effect the conversion of any portion of the Series A Preferred SharesStock, and no Holder shall not have the right to convert any portion of the Series A Preferred SharesStock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (Holder together with such Person's Affiliates) the other Attribution Parties collectively would have acquired, through conversion beneficially own in excess of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "“Maximum Percentage"”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentencessentence, the aggregate number of shares of Common Stock beneficially owned by a Holder and the its other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series A Preferred Shares Stock beneficially owned by such Holder or any of the its other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Preferred Shares) Warrants beneficially owned by such Holder or any of its other Attribution Parties Party subject to a limitation on conversion or exercise analogous to the limitation contained in this SectionSection 8(d). For purposes of this Section 9(i8(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, Stock a Holder may acquire upon the conversion of the Series A Preferred Shares Stock without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company's Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2y) a more recent public announcement by the Company, Corporation or (3z) any other written notice by the Company Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail 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 CompanyCorporation, including the Series A Preferred SharesStock, by such Holder and any of its other Attribution Parties Party since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the CompanyCorporation, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.994.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, Corporation and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Series A Preferred Shares Stock that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Series A Preferred Shares Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i8(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i8(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company Corporation shall not effect the conversion of any portion of the Series A Preferred SharesStock, and no Holder shall not have the right to convert any portion of the Series A Preferred SharesStock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (Holder together with such Person's Affiliates) the other Attribution Parties collectively would have acquired, through conversion beneficially own in excess of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "“Maximum Percentage"”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentencessentence, the aggregate number of shares of Common Stock beneficially owned by a Holder and the its other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series A Preferred Shares Stock beneficially owned by such Holder or any of the its other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Preferred Shares) Warrants beneficially owned by such Holder or any of its other Attribution Parties Party subject to a limitation on conversion or exercise analogous to the limitation contained in this SectionSection 8(d). For purposes of this Section 9(i8(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, Stock a Holder may acquire upon the conversion of the Series A Preferred Shares Stock without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company's Corporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2y) a more recent public announcement by the Company, Corporation or (3z) any other written notice by the Company Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail 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 CompanyCorporation, including the Series A Preferred SharesStock, by such Holder and any of its other Attribution Parties Party since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the CompanyCorporation, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.994.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, Corporation and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Series A Preferred Shares Stock that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Series A Preferred Shares Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(116A-2(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i8(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i8(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company Corporation shall not effect the conversion of any portion of the Series A Preferred SharesStock, and no Holder shall not have the right to convert any portion of the Series A Preferred SharesStock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (Holder together with such Person's Affiliates) the other Attribution Parties collectively would have acquired, through conversion beneficially own in excess of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "“Maximum Percentage"”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. The Corporation shall not give effect to any voting rights of the Series A Preferred Stock, and no Holder shall have the right to exercise voting rights with respect to any Series A Preferred Stock pursuant hereto, to the extent that giving effect to such voting rights would result in such Holder together with the other Attribution Parties being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the foregoing sentences, the aggregate number of shares of Common Stock beneficially owned by a Holder and the its other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion convert of the remaining, nonconverted shares of Series A Preferred Shares Stock beneficially owned by such Holder or any of the its other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Series A Preferred SharesStock) beneficially owned by such Holder or any of its other Attribution Parties Party subject to a limitation on conversion or exercise analogous to the limitation contained in this SectionSection 7(d). For purposes of this Section 9(i7(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, Stock a Holder may acquire upon the conversion of the Series A Preferred Shares Stock without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the CompanyCorporation's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2y) a more recent public announcement by the Company, Corporation or (3) any other written notice by the Company Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 CompanyCorporation, including the Series A Preferred SharesStock, by such Holder and any of its other Attribution Parties Party since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the CompanyCorporation, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, Corporation and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Series A Preferred Shares Stock that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Series A Preferred Shares Stock in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i7(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i7(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation on Conversions. The Company shall not effect the conversion of any portion of the Preferred Shares, and no Holder shall have the right to convert any portion of the Preferred Shares, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person's Affiliates) would have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the "“Maximum Percentage"”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentences, the aggregate number of shares of Common Stock beneficially owned by a Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all of its other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentences is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Preferred Shares) beneficially owned by such Holder or any of its other Attribution Parties subject to a limitation on conversion or exercise analogous to the limitation contained in this Section. For purposes of this Section 9(i9(a), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock, a Holder may acquire upon the conversion of the Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company, or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 the Preferred Shares, by such Holder and any of its other Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to such Holder and its other Attribution Parties and not to any other holder of Preferred Shares that is not an Attribution Party. For purposes of clarity, the shares of Common Stock underlying the Preferred Shares in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. Holder providing such written notice and not to any other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9(i9(a) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9(i9(a) or to make changes or supplements necessary or desirable to properly give effect to such limitation.