Common use of Conversion Cap Clause in Contracts

Conversion Cap. In consideration of the waiver granted hereunder, and without limitation to the provisions of Section 5.13 of the Securities Purchase Agreement or other Company Restrictions that restrict the conversion by Investors of Convertible Notes into Common Stock, but in addition thereto, the Investors hereby agree that: (a) Subject to Section 4(b) below, an Investor or any Affiliate (as defined in Section 4(c) below) thereof holding Convertible Notes (a “Holder”) shall not be entitled to convert any Convertible Notes to the extent, and only to the extent, such conversion would cause such Holder, together with its Affiliates, to become the beneficial owner of more than 9.9% of the issued and outstanding shares of the Common Stock, as determined pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company shall, within one Business Day of delivery by a Holder of a Conversion Notice (as defined in Section 4(c) below), notify such Holder in writing of (i) the number of shares of Common Stock that would be issuable to such Holder if such conversion requested in such Conversion Notice were effected in full and (ii) the number of issued and outstanding shares of Common Stock (as determined pursuant to Section 13 of the Exchange Act) as of the most recent date such information is available to the Company, whereupon, notwithstanding anything to the contrary set forth herein, such Holder may within one Business Day of its receipt of the notice from the Company required by this Section revoke such Conversion Notice to the extent that it determines that such exercise would result in such Holder, together with its Affiliates, owning in excess of 9.9% of the issued and outstanding shares of Common Stock, as determined pursuant to Section 13 of the Exchange Act. (b) Section 4(a) shall not limit a Holder from converting all or any portion of the Convertible Notes if: (i) the Holders and the Licensed Affiliates (as defined in Section 4(c) below) have obtained all Gaming Approvals necessary to hold, and to exercise or convert (as the case may be) in full, any and all exercisable or convertible securities of the Company (the “Company Securities”) held by the Holders and their Affiliates, and a Holder has notified the Company in writing thereof and has not revoked such notification, or (B) none of the Holders or the Licensed Affiliates are required under the Gaming Laws (as defined in Section 4(c) below) to obtain any Gaming Approval (as defined in Section 4(c) below) to hold, or to exercise or convert (as the case may be) in full, any such Company Securities (e.g., the Company does not own or hold any assets or rights that subject it to the authority or jurisdiction of a Gaming Authority (as defined in Section 4(c) below)), and a Holder has notified the Company in writing thereof and has not revoked such notification. In connection with the foregoing, the Company shall use its reasonable best efforts to keep the Investors apprised of all material facts pertaining to the business and affairs of the Company which have, or would reasonably be expected to have, a bearing upon the determination of whether any such Gaming Approvals are or continue to be required, including, without limitation, information pertaining to any acquisitions or dispositions of assets by the Company or any of its Affiliates that are subject to regulation under Gaming Laws, and shall, upon request from a Holder from time to time, provide any documents and records in its possession or in the possession of its Affiliates (to the extent available to the Company) that such Holder reasonably requests in order to determine whether such Gaming Approvals are required; provided, that, prior to receiving any documents and records, such Holder shall agree to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies as in effect and shall agree to keep the information contained therein confidential, including to the extent required so that the Company’s provision of such documents and records does not cause the Company to breach any confidentiality agreement to which it is a party. (c) For purposes of this Section 4, the following capitalized terms shall have the following meanings ascribed thereto:

Conversion Cap. In consideration Notwithstanding anything contained herein to the contrary, the Corporation shall not prior to the Mandatory Conversion Date effect any conversion of the waiver granted hereunder, and without limitation to the provisions Mandatory Convertible Preferred Stock for shares of Section 5.13 of the Securities Purchase Agreement or other Company Restrictions that restrict the conversion by Investors of Convertible Notes into Common Stock, but in addition thereto, the Investors hereby agree that: (a) Subject to Section 4(b) below, an Investor or any Affiliate (as defined in Section 4(c) below) thereof holding Convertible Notes (and a “Holder”) Holder shall not be entitled have the right to voluntarily convert any portion of the Mandatory Convertible Notes Preferred Stock for shares of Common Stock, to the extent, and only extent that after giving effect to the extentissuance of shares of Common Stock upon such conversion, such conversion would cause any of such Holder, together with its Affiliatesanother person having beneficial ownership of such shares of Common Stock or any group of which such Holder or any such other person is a member (any such other person or group, to become the beneficial owner an “Additional Beneficial Owner”), would beneficially own in excess of more than 9.99.99% of the issued and outstanding shares of the Common StockStock (such limitation, as determined pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange ActConversion Cap”). The Company shallUpon the request of a Holder, the Corporation shall promptly, and in any event within one Business Day trading day of delivery such request, confirm to such Holder the number shares of Common Stock then outstanding. Prior to any conversion of the Mandatory Convertible Preferred Stock, each Holder shall either (x) certify to the Corporation that neither such Holder nor any Additional Beneficial Owner would beneficially own in excess of 9.99% of the outstanding shares of the Common Stock upon giving effect to such conversion or (y) identify to the Corporation each other person who would be, or would be a member of a group that would be, an Additional Beneficial Owner of any of such shares of the Common Stock as would be issued upon giving effect to such conversion and provide to the Corporation such other information as it shall reasonably request for the purpose of enforcing the Conversion Cap. The Conversion Cap may be terminated by a Holder of a Conversion Notice (as defined in Section 4(c) below), notify with respect to such Holder in writing upon 61 days’ advance written notice to the Corporation. For purposes of (i) this Section 16, the number of shares of the Common Stock that would beneficially owned by any person shall be issuable calculated in accordance with Rule 16a-1(a)(1) promulgated under the Exchange Act, or any successor rule, in each case giving effect to such Holder if such conversion requested the Conversion Cap. In addition, “group” as used in such Conversion Notice were effected this Section 16 has the meaning set forth in full Section 13(d) of the Exchange Act and (ii) the number of issued rules and outstanding regulations promulgated thereunder. Any shares of Common Stock (as determined pursuant due to Section 13 of the Exchange Act) as of the most recent date such information is available Holder that are not delivered due to the Company, whereupon, notwithstanding anything Conversion Cap shall be delivered within three (3) Business Days of Holder providing notice to the contrary set forth herein, such Holder may within one Business Day of its receipt of the notice from the Company required by this Section revoke such Conversion Notice to the extent that it determines Corporation that such exercise would result in such Holder, together with its Affiliates, owning in excess of 9.9% of the issued and outstanding shares of Common Stock, as determined pursuant to Section 13 of the Exchange Act. (b) Section 4(a) shall not limit a Holder from converting all or any portion of the Convertible Notes if: (i) the Holders and the Licensed Affiliates (as defined in Section 4(c) below) have obtained all Gaming Approvals necessary to hold, and to exercise or convert (as the case may be) in full, any and all exercisable or convertible securities of the Company (the “Company Securities”) held by the Holders and their Affiliates, and a Holder has notified the Company in writing thereof and has not revoked such notification, or (B) none of the Holders or the Licensed Affiliates are required under the Gaming Laws (as defined in Section 4(c) below) to obtain any Gaming Approval (as defined in Section 4(c) below) to hold, or to exercise or convert (as the case may be) in full, any such Company Securities (e.g., the Company does not own or hold any assets or rights that subject it to the authority or jurisdiction of a Gaming Authority (as defined in Section 4(c) below)), and a Holder has notified the Company in writing thereof and has not revoked such notification. In connection with the foregoing, the Company shall use its reasonable best efforts to keep the Investors apprised of all material facts pertaining to the business and affairs of the Company which have, or would reasonably be expected to have, a bearing upon the determination of whether any such Gaming Approvals are or continue to be required, including, without limitation, information pertaining to any acquisitions or dispositions of assets by the Company or any of its Affiliates that are subject to regulation under Gaming Laws, and shall, upon request from a Holder from time to time, provide any documents and records in its possession or in the possession of its Affiliates (to the extent available to the Company) that such Holder reasonably requests in order to determine whether such Gaming Approvals are required; provided, that, prior to receiving any documents and records, such Holder shall agree to delivery will comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies as in effect and shall agree to keep the information contained therein confidential, including to the extent required so that the Company’s provision of such documents and records does not cause the Company to breach any confidentiality agreement to which it is a partyConversion Cap. (c) For purposes of this Section 4, the following capitalized terms shall have the following meanings ascribed thereto:

Conversion Cap. In consideration of the waiver granted hereunder, and without limitation Notwithstanding anything to the provisions of Section 5.13 of the Securities Purchase Agreement or other Company Restrictions that restrict the conversion by Investors of Convertible Notes into Common Stockcontrary in this Indenture, but in addition thereto, the Investors hereby agree that: (a) Subject to Section 4(b) below, an Investor a Person or any Affiliate (as defined in Section 4(c) below) thereof holding Convertible the Notes (a “Holder”) shall not be entitled to convert any Convertible Notes (and the Issuer shall not so convert any Notes), (b) the Issuer shall not be entitled to settle any cash payments owing to any Person of Notes in shares of its Common Stock and (iii) shares of any acquiror (or successor) shall not be issued upon conversion pursuant to the adjustment mechanisms contained in Section 5.05 in connection with a transaction governed by Section 5.05 or upon a Fundamental Change of Control to the extent, and only to the extent, such conversion conversion, share settlement or issuance would cause such HolderPerson, together with its Affiliates, to become the a beneficial owner (as determined pursuant to Section 13 of the Exchange Act and Rules 13d-3 and 13d-5 thereunder) of more than 9.9% of the issued and outstanding shares of the Common Stock, as determined pursuant to Section 13 Stock (or such equivalent shares of the Securities Exchange Act of 1934, as amended an acquiror or successor) (the “Exchange ActConversion Cap”). The Company Issuer shall, within one three Business Day Days of delivery by a Holder of a Conversion Notice (as defined in Section 4(c) below)Notice, notify such Holder in writing of (i) the number of shares of Common Stock that would be issuable to such Holder if such conversion requested in such Conversion Notice were effected in full and (ii) the number of issued and outstanding shares of Common Stock (as determined pursuant to Section 13 of the Exchange Act) Issuer as of the most recent date such information is available to the CompanyIssuer. Whereupon, whereuponwithin three Business Days of such notice, notwithstanding the Issuer shall issue to such Holder the number of shares of Common Stock issuable upon conversion up to the Conversion Cap. In connection with the performance of this Section 5.13, such Holder agrees to furnish to the Issuer any information reasonably requested by the Issuer in connection with the Conversion Cap amount calculations. Notwithstanding anything to the contrary set forth hereincontrary, such Holder may within one Business Day of its receipt of the notice from the Company required by this Section revoke such Conversion Notice to the extent that it determines that any such exercise issuance would result in such Holder, together with its Affiliates, owning in excess cause a Holder or an Affiliate thereof to be a “beneficial owner” of more than 9.9% of the issued and outstanding shares of Common StockStock (or successor shares), as determined pursuant to Section 13 of the Exchange Act. (b) Section 4(a) shall not limit a Holder from converting all such conversion, share settlement or any portion of the Convertible Notes if: (i) the Holders and the Licensed Affiliates (as defined in Section 4(c) below) have obtained all Gaming Approvals necessary to hold, and to exercise or convert (issuance upon conversion as the case may bebe shall be void and of no effect. The limitations set forth in this Section 5.13 may not be waived at any time by any Holder. Any acquiror (or successor) in full, any and all exercisable or convertible securities the Issuer shall expressly assume the obligations of the Company (the “Company Securities”) held by the Holders and their Affiliates, and a Holder has notified the Company Issuer in writing thereof and has not revoked such notification, or (B) none of the Holders or the Licensed Affiliates are required under the Gaming Laws (as defined in this Section 4(c) below) to obtain any Gaming Approval (as defined in Section 4(c) below) to hold, or to exercise or convert (as the case may be) in full, any such Company Securities (e.g., the Company does not own or hold any assets or rights that subject it 5.13 with respect to the authority or jurisdiction of a Gaming Authority (as defined Notes in Section 4(c) below)), and a Holder has notified the Company in writing thereof and has not revoked such notification. In connection with the foregoing, the Company shall use its reasonable best efforts to keep the Investors apprised any transaction governed by Section 5.05 or otherwise in connection with a Fundamental Change of all material facts pertaining to the business and affairs of the Company which have, or would reasonably be expected to have, a bearing upon the determination of whether any such Gaming Approvals are or continue to be required, including, without limitation, information pertaining to any acquisitions or dispositions of assets by the Company or any of its Affiliates that are subject to regulation under Gaming Laws, and shall, upon request from a Holder from time to time, provide any documents and records in its possession or in the possession of its Affiliates (to the extent available to the Company) that such Holder reasonably requests in order to determine whether such Gaming Approvals are required; provided, that, prior to receiving any documents and records, such Holder shall agree to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies as in effect and shall agree to keep the information contained therein confidential, including to the extent required so that the Company’s provision of such documents and records does not cause the Company to breach any confidentiality agreement to which it is a partyControl. (c) For purposes of this Section 4, the following capitalized terms shall have the following meanings ascribed thereto:

Conversion Cap. In consideration The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the waiver granted hereunderNotes without breaching the Company’s obligations, if any, under the rules or regulations of the Trading Market (the number of shares which may be issued without violating such rules and without limitation regulations, including rules related to the provisions aggregate of Section 5.13 offerings under Nasdaq Listing Rule 5635(d), as applicable, the “Conversion Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Securities Purchase Agreement or other Company Restrictions that restrict Trading Market for issuances of shares of Common Stock upon conversion of the Notes in excess of such amount. Until such approval is obtained, no Holder shall be issued in the aggregate, upon conversion of any Notes, shares of Common Stock in an amount greater than the product of (i) the Conversion Cap multiplied by Investors (ii) the quotient of Convertible Notes into Common Stock, but in addition thereto, (A) the Investors hereby agree that: (a) Subject to Section 4(b) below, an Investor or any Affiliate Holder’s Subscription Amount (as defined in Section 4(cthe Purchase Agreement) belowdivided by (B) thereof holding Convertible the aggregate principal amount of Notes issued to all Holders (a “Holder”) shall not be entitled with respect to convert any Convertible Notes to the extent, and only to the extent, such conversion would cause such each Holder, together with its Affiliates, to become the beneficial owner of more than 9.9% of the issued and outstanding shares of the Common Stock, as determined pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange ActConversion Cap Allocation”). The Company shallConversion Cap Allocation will be further allocated as to each Holder among its Notes. In the event that any Holder shall sell or otherwise transfer any of such Holder’s Notes, within one Business Day the transferee shall be allocated a pro rata portion of delivery by a Holder such Holder’s Conversion Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Conversion Cap Allocation so allocated to such transferee. Upon conversion in full of a Holder’s Notes, the difference (if any) between such Holder’s Conversion Notice (as defined in Section 4(c) below), notify such Holder in writing of (i) Cap Allocation and the number of shares of Common Stock that would be issuable actually issued to such Holder if upon such conversion requested in such Conversion Notice were effected in full and (ii) of such Holder’s Notes shall be allocated to the number respective Conversion Cap Allocations of issued and outstanding the remaining Holders of Notes on a pro rata basis in proportion to the shares of Common Stock (as determined pursuant to Section 13 underlying the Notes then held by each such Holder. As of the Exchange Act) as of Original Issuance Date, the most recent date such information Conversion Cap is available to the Company, whereupon, notwithstanding anything to the contrary set forth herein, such Holder may within one Business Day of its receipt of the notice from the Company required by this Section revoke such Conversion Notice to the extent that it determines that such exercise would result in such Holder, together with its Affiliates, owning in excess of 9.9% of the issued and outstanding 1,826,197[1] shares of Common Stock, as determined pursuant to Section 13 of the Exchange Act. (b) Section 4(a) shall not limit a Holder from converting all or any portion of the Convertible Notes if: (i) the Holders and the Licensed Affiliates (as defined in Section 4(c) below) have obtained all Gaming Approvals necessary to hold, and to exercise or convert (as the case may be) in full, any and all exercisable or convertible securities of the Company (the “Company Securities”) held by the Holders and their Affiliates, and a Holder has notified the Company in writing thereof and has not revoked such notification, or (B) none of the Holders or the Licensed Affiliates are required under the Gaming Laws (as defined in Section 4(c) below) to obtain any Gaming Approval (as defined in Section 4(c) below) to hold, or to exercise or convert (as the case may be) in full, any such Company Securities (e.g., the Company does not own or hold any assets or rights that subject it to the authority or jurisdiction of a Gaming Authority (as defined in Section 4(c) below)), and a Holder has notified the Company in writing thereof and has not revoked such notification. In connection with the foregoing, the Company shall use its reasonable best efforts to keep the Investors apprised of all material facts pertaining to the business and affairs of the Company which have, or would reasonably be expected to have, a bearing upon the determination of whether any such Gaming Approvals are or continue to be required, including, without limitation, information pertaining to any acquisitions or dispositions of assets by the Company or any of its Affiliates that are subject to regulation under Gaming Laws, and shall, upon request from a Holder from time to time, provide any documents and records in its possession or in the possession of its Affiliates (to the extent available to the Company) that such Holder reasonably requests in order to determine whether such Gaming Approvals are required; provided, that, prior to receiving any documents and records, such Holder shall agree to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies as in effect and shall agree to keep the information contained therein confidential, including to the extent required so that the Company’s provision of such documents and records does not cause the Company to breach any confidentiality agreement to which it is a party. (c) For purposes of this Section 4, the following capitalized terms shall have the following meanings ascribed thereto:

Conversion Cap. In consideration Borrower shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Borrower may issue upon conversion of the waiver granted hereunderNotes without breaching the Borrower’s obligations, if any, under the rules or regulations of the Trading Market (the number of shares which may be issued without violating such rules and without limitation regulations, including rules related to the provisions aggregate of Section 5.13 offerings under Nasdaq Listing Rule 5635(d), as applicable, the “Conversion Cap”), except that such limitation shall not apply in the event that the Borrower obtains the approval of its stockholders as required by the applicable rules of the Securities Purchase Agreement or other Company Restrictions that restrict Trading Market for issuances of shares of Common Stock upon conversion of the Notes in excess of such amount. Until such approval is obtained, no Holder shall be issued in the aggregate, upon conversion of any Notes, shares of Common Stock in an amount greater than the product of (i) the Conversion Cap multiplied by Investors (ii) the quotient of Convertible Notes into Common Stock, but in addition thereto, (A) the Investors hereby agree that: (a) Subject to Section 4(b) below, an Investor or any Affiliate Holder’s Subscription Amount (as defined in Section 4(cthe Securities Purchase Agreement) belowdivided by (B) thereof holding Convertible the aggregate principal amount of Notes issued to all Holders (a “Holder”) shall not be entitled with respect to convert any Convertible Notes to the extent, and only to the extent, such conversion would cause such each Holder, together with its Affiliates, to become the beneficial owner of more than 9.9% of the issued and outstanding shares of the Common Stock, as determined pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange ActConversion Cap Allocation”). The Company shallConversion Cap Allocation will be further allocated as to each Holder among its Notes. In the event that any Holder shall sell or otherwise transfer any of such Holder’s Notes, within one Business Day the transferee shall be allocated a pro rata portion of delivery by a Holder such Holder’s Conversion Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Conversion Cap Allocation so allocated to such transferee. Upon conversion in full of a Holder’s Notes, the difference (if any) between such Holder’s Conversion Notice (as defined in Section 4(c) below), notify such Holder in writing of (i) Cap Allocation and the number of shares of Common Stock that would be issuable actually issued to such Holder if upon such Holder’s conversion requested in such Conversion Notice were effected in full and (ii) of such Holder’s Notes shall be allocated to the number respective Conversion Cap Allocations of issued and outstanding the remaining Holders of Notes on a pro rata basis in proportion to the shares of Common Stock (as determined pursuant to Section 13 underlying the Notes then held by each such Holder. As of the Exchange Act) as of Initial Issue Date, the most recent date such information Conversion Cap is available to the Company, whereupon, notwithstanding anything to the contrary set forth herein, such Holder may within one Business Day of its receipt of the notice from the Company required by this Section revoke such Conversion Notice to the extent that it determines that such exercise would result in such Holder, together with its Affiliates, owning in excess of 9.9% of the issued and outstanding not less than 5,300,260 shares of Common Stock, as determined pursuant to Section 13 of the Exchange Act. (b) Section 4(a) shall not limit a Holder from converting all or any portion of the Convertible Notes if: (i) the Holders and the Licensed Affiliates (as defined in Section 4(c) below) have obtained all Gaming Approvals necessary to hold, and to exercise or convert (as the case may be) in full, any and all exercisable or convertible securities of the Company (the “Company Securities”) held by the Holders and their Affiliates, and a Holder has notified the Company in writing thereof and has not revoked such notification, or (B) none of the Holders or the Licensed Affiliates are required under the Gaming Laws (as defined in Section 4(c) below) to obtain any Gaming Approval (as defined in Section 4(c) below) to hold, or to exercise or convert (as the case may be) in full, any such Company Securities (e.g., the Company does not own or hold any assets or rights that subject it to the authority or jurisdiction of a Gaming Authority (as defined in Section 4(c) below)), and a Holder has notified the Company in writing thereof and has not revoked such notification. In connection with the foregoing, the Company shall use its reasonable best efforts to keep the Investors apprised of all material facts pertaining to the business and affairs of the Company which have, or would reasonably be expected to have, a bearing upon the determination of whether any such Gaming Approvals are or continue to be required, including, without limitation, information pertaining to any acquisitions or dispositions of assets by the Company or any of its Affiliates that are subject to regulation under Gaming Laws, and shall, upon request from a Holder from time to time, provide any documents and records in its possession or in the possession of its Affiliates (to the extent available to the Company) that such Holder reasonably requests in order to determine whether such Gaming Approvals are required; provided, that, prior to receiving any documents and records, such Holder shall agree to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies as in effect and shall agree to keep the information contained therein confidential, including to the extent required so that the Company’s provision of such documents and records does not cause the Company to breach any confidentiality agreement to which it is a party. (c) For purposes of this Section 4, the following capitalized terms shall have the following meanings ascribed thereto:

Conversion Cap. In consideration (a) Notwithstanding any other provision herein to the contrary, the Company shall not be obligated to issue any shares of Common Stock upon conversion of the waiver granted hereunder, and without limitation to Debentures or the provisions of Section 5.13 exercise of the Securities Purchase Agreement or other Company Restrictions that restrict Warrants if the conversion by Investors issuance of Convertible Notes into such shares of Common Stock, but together with such other shares of Common Stock required by the securities laws to be aggregated with the transactions contemplated by this Agreement, would exceed 19.99% of the aggregate number of shares of Common Stock issued and outstanding at such date (the "Exchange Cap"), except that such limitation shall not apply in addition theretothe event that the Company obtains the approval of its Shareholders pursuant to the rules of The Nasdaq Stock Market, Inc. for issuances of Common Stock in excess of such amount (the "Shareholder Approval"); PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, the Investors hereby agree that:Company, will issue such number of shares of Common Stock issuable upon conversion of the Debentures or exercise of the Warrants, as applicable, at the then current Conversion Price up to the Exchange Cap (after giving effect for any other shares of Common Stock required by the securities laws to be aggregated with the transactions contemplated by this Agreement). (ab) Subject If, at any time, a holder of Debentures or of Warrants requests that such Debentures be converted or such Warrants be exercised, as the case may be, and such conversion or exercise would result in the issuance of Common Stock which in the aggregate would exceed the Exchange Cap (after giving effect for any other shares of Common Stock required by the securities laws to be aggregated with the transactions contemplated by this Agreement), the Company shall within 30 days of the Conversion Date or Exercise Date, as the case may be, call a meeting, or solicit the written consent, of its shareholders in order to seek Shareholder Approval, which shareholders meeting shall take place within 60 days of the Conversion Date or Exercise Date, as applicable. Except as otherwise provided by Section 4(b6(b)(iii) below, an Investor until such Shareholder Approval or any Affiliate (as defined in Section 4(c) below) thereof holding Convertible Notes (a “Holder”) written consent is obtained, the Company shall not be entitled required to convert any Convertible Notes to Debentures into Common Stock or issue Common Stock issuable upon the extent, and only to the extent, such conversion would cause such Holder, together with its Affiliates, to become the beneficial owner of more than 9.9% exercise of the issued and outstanding shares of the Common StockWarrants, as determined pursuant to Section 13 of the Securities Exchange Act of 1934case may be, as amended (in an amount greater than the “Exchange Act”). The Company shall, within one Business Day of delivery by a Holder of a Conversion Notice (as defined in Section 4(c) below), notify such Holder in writing product of (i) the Exchange Cap amount multiplied by (ii) a fraction, the numerator of which is the principal amount of the Debentures issued to such holder pursuant to this Agreement or the aggregate number of shares of Common Stock for which the holder's Warrant is exercisable (regardless of the limitation provided for in this Section 3.17), as applicable, and the denominator of which is the aggregate principal amount of all the Debentures issued pursuant to this Agreement or the aggregate number of shares of Common Stock for which the Warrants issued pursuant to this Agreement are exercisable (the "Cap Allocation Amount"). In the event that the Company shall convert all of such holder's Debentures or issue Common Stock issuable upon the exercise of all of such holder's Warrants, as the case may be, into a number of shares of Common Stock which, in the aggregate, is less than such holder's Cap Allocation Amount, then the difference between such holder's Cap Alloction Amount and the number of shares of Common Stock that would be issuable actually issued to such Holder if holder shall be allocated to the respective Cap Allocation Amounts of the remaining holders of the Debentures or Warrants, as applicable, on a pro rata basis in proportion to the principal amount of the Debentures then outstanding and held by each such conversion requested in such Conversion Notice were effected in full and (ii) holder or the number of issued and outstanding shares of Common Stock (as determined pursuant to Section 13 of into which the Exchange Act) as of the most recent date such information Warrant is available to the Companyexercisable, whereupon, notwithstanding anything to the contrary set forth herein, such Holder may within one Business Day of its receipt of the notice from the Company required by this Section revoke such Conversion Notice to the extent that it determines that such exercise would result in such Holder, together with its Affiliates, owning in excess of 9.9% of the issued and outstanding shares of Common Stock, as determined pursuant to Section 13 of the Exchange Act. (b) Section 4(a) shall not limit a Holder from converting all or any portion of the Convertible Notes if: (i) the Holders and the Licensed Affiliates (as defined in Section 4(c) below) have obtained all Gaming Approvals necessary to hold, and to exercise or convert (as the case may be) . Nothing in full, any and all exercisable or convertible securities this provision shall limit a holder's right to request conversion of the Company Debentures or the exercise of the Warrants. (c) In the “Company Securities”) held by the Holders and their Affiliates, and a Holder has notified event that the Company fails to obtain Shareholder Approval in writing thereof and has not revoked accordance with this Section 3.17, the Company shall, within five (5) business days after such notificationfailure, at the Company's option, either: (i) (A) prepay the portion of the Debentures for which the Company is unable to issue Common Stock in accordance with such Holder's Conversion Notice (as defined in the Debenture), at a price equal to 125% of the outstanding principal amount of the Debenture as of the date of such conversion, after taking into account the extent, if any, to which the Company was able to convert a portion of the Debenture into shares of Common Stock or, if applicable, (B) redeem the portion of the Warrant for which the Company is unable to issue Common Stock in accordance with such Holder's notice of exercise, at a redemption price equal to 125% of the Warrant Price as of the date of such exercise, after taking into account the extent, if any, to which the Warrant was able to be exercised for shares of Common Stock in accordance with Section 3.17(a) above; or (ii) regardless of the Exchange Cap, issue shares of the Common Stock in accordance with such Holder's (A) Conversion Notice or (B) none notice of exercise pursuant to the Holders or Warrant. (d) Notwithstanding anything to the Licensed Affiliates are required under the Gaming Laws (as defined contrary contained in Section 4(c3.17(c) below) above, the Holder may elect to obtain any Gaming Approval (as defined in Section 4(c) below) to holdvoid its Conversion Notice or notice of exercise, or to exercise or convert (as the case may be) in full, any such Company Securities (e.g.and retain or have returned, as applicable, the Company does portion of the Debentures or Warrants that was to be converted or exercised pursuant to such Holder's notice (provided that a Holder's voiding its Conversion Notice shall not own or hold effect the Company's obligations to make any assets or rights that subject it payments which have accrued prior to the authority or jurisdiction of a Gaming Authority (as defined in Section 4(c) below)), and a Holder has notified the Company in writing thereof and has not revoked such notification. In connection with the foregoing, the Company shall use its reasonable best efforts to keep the Investors apprised of all material facts pertaining to the business and affairs of the Company which have, or would reasonably be expected to have, a bearing upon the determination of whether any such Gaming Approvals are or continue to be required, including, without limitation, information pertaining to any acquisitions or dispositions of assets by the Company or any of its Affiliates that are subject to regulation under Gaming Laws, and shall, upon request from a Holder from time to time, provide any documents and records in its possession or in the possession of its Affiliates (to the extent available to the Company) that such Holder reasonably requests in order to determine whether such Gaming Approvals are required; provided, that, prior to receiving any documents and records, such Holder shall agree to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies as in effect and shall agree to keep the information contained therein confidential, including to the extent required so that the Company’s provision date of such documents and records does not cause the Company to breach any confidentiality agreement to which it is a partynotice). (c) For purposes of this Section 4, the following capitalized terms shall have the following meanings ascribed thereto: