Common use of Blocker Clause in Contracts

Blocker. The Investor shall not have the right to convert any portion of the Notes, pursuant to Section 4(a) thereof or otherwise, to the extent that after giving effect to such conversion, Investor (together with the Investor’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Blocker”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Investor and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Notes with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Notes beneficially owned by the Investor or any of its affiliates which include a similar Blocker and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of Lxxxx (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 8.17, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, the Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Investor may rely on the number of outstanding shares of Common Stock as reflected in (x) Lxxxx’x most recent Form 10-Q or Form 10-K (or such related form), as the case may be, (y) a more recent public announcement by Lxxxx or (z) any other notice by Lxxxx or Lxxxx’x transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Investor, Lxxxx shall within two Business Days confirm orally and in writing to the Investor 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 Lxxxx, including the Notes, by the Investor or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 8.17 may be waived by the Investor upon, at the election of the Investor, not less than 61 days’ prior written notice to Lxxxx, and the provisions of this Section 8.17 shall continue to apply until such 61st day (or such later date, as determined by the Investor, as may be specified in such notice of waiver). The foregoing provision shall be treated as if a provision of the Notes.”

Blocker. The Investor Notwithstanding anything to the contrary contained herein, the Company shall not issue Adjustment Shares, and no Buyer shall have the right to convert receive Adjustment Shares, and any portion of the Notes, pursuant to Section 4(a) thereof or otherwisesuch issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversionissuance, Investor such Buyer (together with the Investorsuch Buyer’s affiliates), as set forth on the applicable Notice of Conversion, ) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Blocker”)issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Investor such Buyer and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Notes pursuant to Section 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) conversion exercise, as applicable, of the remaining, nonconverted unexercised portion of the Notes Warrants beneficially owned by the Investor or any of such Buyer and its affiliates which include a similar Blocker and (Bii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of Lxxxx (including, without limitation, any other Notes) the Company beneficially owned by such Buyer and its affiliates subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its affiliatesherein. Except as set forth in the preceding sentence, for purposes of this Section 8.17paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. To the extent that the limitation contained in this section applies, the determination of whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, the Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination”). For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Investor Buyers may rely on the number of outstanding shares of Common Stock as reflected in (x1) Lxxxx’x the Company’s most recent Form 10-Q or K, Form 10-Q, Current Report on Form 8-K (or such related form)other public filing with the Securities and Exchange Commission, as the case may be, (y2) a more recent public announcement by Lxxxx the Company or (z3) any other notice by Lxxxx the Company or Lxxxx’x the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a Buyer, the Investor, Lxxxx Company shall within two Business Days one business day confirm orally and in writing to the Investor such Buyer 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 issuance of the Adjustment Shares and the conversion or exercise of securities of Lxxxxthe Company, including the NotesWarrants, held by the Investor or each Buyer and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this Section 8.17 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be waived defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. If a Buyer’s right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Investor upon, at the election of the Investor, not less than 61 days’ prior written notice to Lxxxx, and the provisions of this Section 8.17 shall continue to apply Company until such 61st day (or such later datetime, if ever, as determined by the Investor, as may be specified its right thereto would not result in such notice of waiver). The foregoing provision shall be treated as if a provision of Buyer exceeding the NotesMaximum Percentage.”

Blocker. The Investor Notwithstanding anything to the contrary contained herein, the Company shall not issue Adjustment Shares, and no Buyer shall have the right to convert receive Adjustment Shares, and any portion of the Notes, pursuant to Section 4(a) thereof or otherwisesuch issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversionissuance, Investor such Buyer (together with the Investor’s affiliates), as set forth on the applicable Notice of Conversion, such Buyer's Affiliates) would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Blocker”)issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Investor such Buyer and its affiliates Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Notes pursuant to Section 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) conversion exercise of the remaining, nonconverted unexercised portion of the Notes Warrants beneficially owned by the Investor such Buyer or any of its affiliates which include a similar Blocker Affiliates and (Bii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of Lxxxx the Company beneficially owned by such Buyer or any of its Affiliates (including, without limitation, any other Notesconvertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its affiliatesherein. Except as set forth in the preceding sentence, for purposes of this Section 8.17paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act. To the extent that the limitation contained in this section applies, the determination of whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, the Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination"). For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Investor Buyers may rely on the number of outstanding shares of Common Stock as reflected in (x1) Lxxxx’x the Company's most recent Form 10-Q or K, Form 10-Q, Form 8-K (or such related form)other public filing with the SEC, as the case may be, (y2) a more recent public announcement by Lxxxx the Company or (z3) any other notice by Lxxxx the Company or Lxxxx’x the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a Buyer, the Investor, Lxxxx Company shall within two one (1) Business Days Day confirm orally and in writing to the Investor such Buyer 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 issuance of the Adjustment Shares and the conversion or exercise of securities of Lxxxxthe Company, including the NotesWarrants, held by the Investor or each Buyer and its affiliates Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase 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 Buyer and not to any of the other Buyers. The provisions of this Section 8.17 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be waived defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. If a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Investor upon, at the election of the Investor, not less than 61 days’ prior written notice to Lxxxx, and the provisions of this Section 8.17 shall continue to apply Company until such 61st day (or such later datetime, if ever, as determined by the Investor, as may be specified Buyer notifies the Company that its right thereto would not result in such notice Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of waiver). The foregoing provision shall be treated as if a provision of the NotesNew York are authorized or required by law to remain closed.”

Blocker. The Investor Notwithstanding anything to the contrary contained herein, the Company shall not issue Adjustment Shares, and no Buyer shall have the right to convert receive Adjustment Shares, and any portion of the Notes, pursuant to Section 4(a) thereof or otherwisesuch issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversionissuance, Investor such Buyer (together with the Investor’s affiliates), as set forth on the applicable Notice of Conversion, such Buyer's Affiliates) would beneficially own in excess of 9.994.99% (the "Maximum Percentage") of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Blocker”)issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Investor such Buyer and its affiliates Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Notes pursuant to Section 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) conversion exercise of the remaining, nonconverted unexercised portion of the Notes Warrants beneficially owned by the Investor such Buyer or any of its affiliates which include a similar Blocker Affiliates and (Bii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of Lxxxx the Company beneficially owned by such Buyer or any of its Affiliates (including, without limitation, any other Notesconvertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its affiliatesherein. Except as set forth in the preceding sentence, for purposes of this Section 8.17paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act. To the extent that the limitation contained in this section applies, the determination of whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, the Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination"). For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Investor Buyers may rely on the number of outstanding shares of Common Stock as reflected in (x1) Lxxxx’x the Company's most recent Form 10-Q or K, Form 10-Q, Form 8-K (or such related form)other public filing with the SEC, as the case may be, (y2) a more recent public announcement by Lxxxx the Company or (z3) any other notice by Lxxxx the Company or Lxxxx’x the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a Buyer, the Investor, Lxxxx Company shall within two one (1) Business Days Day confirm orally and in writing to the Investor such Buyer 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 issuance of the Adjustment Shares and the conversion or exercise of securities of Lxxxxthe Company, including the NotesWarrants, held by the Investor or each Buyer and its affiliates Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase 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 Buyer and not to any of the other Buyers. The provisions of this Section 8.17 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be waived defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. If a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this Section, all such Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Investor upon, at the election of the Investor, not less than 61 days’ prior written notice to Lxxxx, and the provisions of this Section 8.17 shall continue to apply Company until such 61st day (or such later datetime, if ever, as determined by the Investor, as may be specified Buyer notifies the Company that its right thereto would not result in such notice Buyer exceeding the Maximum Percentage. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of waiver). The foregoing provision shall be treated as if a provision of the NotesNew York are authorized or required by law to remain closed.”

Blocker. The Company agrees that it shall not effect any conversion of the Notes, and the Investor shall not have the right to convert any portion of the Notes, pursuant to Section 4(a) thereof or otherwise, to the extent that after giving effect to such conversion, Investor (together with the Investor’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Blocker”)conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Investor and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Notes with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Notes beneficially owned by the Investor or any of its affiliates which include a similar Blocker and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of Lxxxx the Company (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 8.17, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, the Investor will be deemed to represent to Lxxxx the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Investor may rely on the number of outstanding shares of Common Stock as reflected in (x) Lxxxx’x the Company’s most recent Form 10-Q or Form 10-K (or such related form), as the case may be, (y) a more recent public announcement by Lxxxx the Company or (z) any other notice by Lxxxx the Company or Lxxxx’x the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Investor, Lxxxx the Company shall within two Business Trading Days confirm orally and in writing to the Investor Assignee 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 Lxxxxthe Company, including the Notes, by the Investor or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 8.17 may be waived by the Investor upon, at the election of the Investor, not less than 61 days’ prior written notice to Lxxxxthe Company, and the provisions of this Section 8.17 4(d) shall continue to apply until such 61st day (or such later date, as determined by the Investor, as may be specified in such notice of waiver). The foregoing forgoing provision shall be treated as if a provision of the Notes.”

Blocker. The Investor Notwithstanding anything to the contrary contained herein, the Company shall not issue Adjustment Shares, and no Buyer shall have the right to convert receive Adjustment Shares, and any portion of the Notes, pursuant to Section 4(a) thereof or otherwisesuch issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversionissuance, Investor such Buyer (together with the Investorsuch Buyer’s affiliates), as set forth on the applicable Notice of Conversion, Affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Blocker”)issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Investor such Buyer and its affiliates Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Notes pursuant to Section 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) conversion exercise of the remaining, nonconverted unexercised portion of the Notes Warrants beneficially owned by the Investor such Buyer or any of its affiliates which include a similar Blocker Affiliates and (Bii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of Lxxxx the Company beneficially owned by such Buyer or any of its Affiliates (including, without limitation, any other Notesconvertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its affiliatesherein. Except as set forth in the preceding sentence, for purposes of this Section 8.17paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. To the extent that the limitation contained in this section applies, the determination of whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, the Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination”). For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Investor Buyers may rely on the number of outstanding shares of Common Stock as reflected in (x1) Lxxxx’x the Company’s most recent Form 10-Q or K, Form 10-Q, Form 8-K (or such related form)other public filing with the SEC, as the case may be, (y2) a more recent public announcement by Lxxxx the Company or (z3) any other notice by Lxxxx the Company or Lxxxx’x the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a Buyer, the Investor, Lxxxx Company shall within two one (1) Business Days Day confirm orally and in writing to the Investor such Buyer 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 issuance of the Adjustment Shares and the conversion or exercise of securities of Lxxxxthe Company, including the NotesWarrants, held by the Investor or each Buyer and its affiliates Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 8.17 may be waived by the Investor upon, at the election of the Investor, not less than 61 days’ prior By written notice to Lxxxxthe Company, and each Buyer may from time to time increase or decrease the provisions Maximum Percentage to any other percentage not in excess of this Section 8.17 shall continue to apply until such 61st day (or such later date, as determined by the Investor, as may be 9.99% specified in such notice of waiver). The foregoing provision shall notice; provided that (i) any such increase will not be treated as if a provision of effective until the Notes.”sixty-first (61st) day after such notice