Common use of Limitations on Conversion Clause in Contracts

Limitations on Conversion. The Company shall not effect any conversion of this Note, and the Holder of this Note shall not have the right to convert any portion of this Note pursuant to Section 3(a), to the extent that after giving effect to such conversion, the Holder (together with the Holder’s Affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note 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 this Note beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Other Notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(c)(iii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other recent notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any percentage not in excess of 9.9% 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 the Holder and not to any other holder of Notes.

Limitations on Conversion. The Company shall will not effect any conversion of this Notethe Securities (including any Mandatory Conversion pursuant to Section 6.10), and Holders of the Holder of this Note shall Securities will not have the right to convert any portion of this Note the Securities pursuant to Section 3(a)Article 6, to the extent that that, after giving effect to such conversion, the a Holder (together with the such Holder’s Affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of determining the foregoing sentenceMaximum Percentage, the number of shares of Common Stock beneficially owned by the a Holder and its Affiliates shall will include the number of shares of Common Stock issuable upon conversion of this Note the Securities with respect to which the such determination of such sentence is being made, but shall will exclude the number of shares of Common Stock which would be issuable upon (A1) conversion of the remaining, nonconverted unconverted portion of this Note the Securities beneficially owned by the such Holder or any of its Affiliates and (B2) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or nonconverted unexchanged portion of any other securities of the Company (including, without limitation, any Other 2017 Notes or warrants) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein in this Section 6.17 beneficially owned by the such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii)6.17, beneficial ownership shall will be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(c)(iii)6.17, in determining the number of outstanding shares of Common Stock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q document or Form 8-Kreport, as the case may be, filed by the Company with the Commission, (y) a more recent public announcement by the Company or (z) any other recent notice by the Company or the Transfer Agent Company, in each case setting forth the number of shares of Common Stock outstanding. Upon the written request of the a Holder, the Company shall will within two (2) Business Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall will be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Securities, by the a Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may increase reported or decrease the Maximum Percentage to any percentage not in excess of 9.9% 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 the Holder and not to any other holder of Notesannounced.

Limitations on Conversion. The Company shall Notwithstanding anything in Section 3 to the contrary, the Issuer will not effect any conversion of this Note, Note and the Holder of this Note shall will not have the right to convert any Principal in excess of that portion of this Note pursuant to Section 3(a)the Principal that, to the extent that after upon giving effect to such conversion, would cause the aggregate number of Shares beneficially owned by the Holder (together with the Holder’s Affiliates) would beneficially own in excess of 9.9and its Affiliates to exceed 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock total outstanding immediately after giving effect to Shares following such conversion. For purposes of the foregoing sentenceproviso, the aggregate number of shares of Common Stock Shares beneficially owned by the Holder and its Affiliates shall will include the number of shares of Common Stock Shares issuable upon conversion of this Note with respect to which the determination of such sentence proviso is being made, but shall will exclude the number of shares of Common Stock which Shares that would be issuable upon (Aa) conversion of the remaining, nonconverted portion of this Note Principal beneficially owned by the Holder or any of and its Affiliates and (Bb) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or nonconverted unexchanged portion of any other securities of the Company Issuer (including, without limitation, any Other Notes warrants or warrantsconvertible preferred stock) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein beneficially owned by the Holder or any of and its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii)8, beneficial ownership shall will be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(c)(iii)8, in determining the number of outstanding shares of Common Stock, Shares the Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (xi) the CompanyIssuer’s most recent Form 10-K, Form 10-Q or Form 810-K, as the case may be, (yii) a more recent public announcement by the Company Issuer or (ziii) any other recent notice by the Company Issuer or the Transfer Agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written request of the Holder, the Company shall within Issuer will promptly, but in no event later than two (2) Business Days following the receipt of such request, confirm orally and in writing to the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock shall Shares will be determined after giving effect to the conversion conversion, exercise or exercise exchange of securities of the CompanyIssuer, including this Notethe Notes and the Warrants, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock Shares was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any percentage not in excess of 9.9% 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 the Holder and not to any other holder of Notes.

Limitations on Conversion. The Company shall not effect any conversion of this Note, Note and the Holder of this Note shall not have the right to convert any Principal in excess of that portion of this Note pursuant to Section 3(a)the Principal that, to the extent that after upon giving effect to such conversion, would cause the aggregate number of Shares beneficially owned by the Holder (together with the Holder’s Affiliates) would beneficially own in excess of 9.9and its affiliates to exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock total outstanding immediately after giving effect to Shares following such conversion. For purposes of the foregoing sentenceproviso, the aggregate number of shares of Common Stock Shares beneficially owned by the Holder and its Affiliates affiliates shall include the number of shares of Common Stock Shares issuable upon conversion of this Note with respect to which the determination of such sentence proviso is being made, but shall exclude the number of shares of Common Stock which Shares that would be issuable upon (Ai) conversion of the remaining, nonconverted portion principal of this Note the Notes beneficially owned by the Holder or any of and its Affiliates affiliates and (Bii) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or nonconverted unexchanged portion of any other securities of the Company (including, without limitation, any Other Notes warrants or warrantsconvertible preferred stock) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein beneficially owned by the Holder or any of and its Affiliatesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii)5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"1934 ACT"). For purposes of this Section 3(c)(iii)5, in determining the number of outstanding shares of Common Stock, Shares the Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (x1) the Company’s 's most recent Form 10-K, Form 10-Q or Form 810-K, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other recent notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written request of the Holder, the Company shall within promptly, but in no event later than two (2) Business Days following the receipt of such request, confirm orally and in writing to the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion conversion, exercise or exercise exchange of securities of the Company, including this Notethe Notes, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock Shares was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any percentage not in excess of 9.9% 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 the Holder and not to any other holder of Notes.

Limitations on Conversion. The Company shall will not effect any conversion of this Notethe Securities (including any Mandatory Conversion pursuant to Section 6.09), and Holders of the Holder of this Note shall Securities will not have the right to convert any portion of this Note the Securities pursuant to Section 3(a)Article 6, to the extent that that, after giving effect to such conversion, the a Holder (together with the such Holder’s Affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of determining the foregoing sentenceMaximum Percentage, the number of shares of Common Stock beneficially owned by the a Holder and its Affiliates shall will include the number of shares of Common Stock issuable upon conversion of this Note the Securities with respect to which the such determination of such sentence is being made, but shall will exclude the number of shares of Common Stock which would be issuable upon (A1) conversion of the remaining, nonconverted unconverted portion of this Note the Securities beneficially owned by the such Holder or any of its Affiliates and (B2) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or nonconverted unexchanged portion of any other securities of the Company (including, without limitation, any Other 2020 Notes or warrants) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein in this Section 6.16 beneficially owned by the such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii)6.16, beneficial ownership shall will be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(c)(iii)6.16, in determining the number of outstanding shares of Common Stock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q document or Form 8-Kreport, as the case may be, filed by the Company with the Commission, (y) a more recent public announcement by the Company or (z) any other recent notice by the Company or the Transfer Agent Company, in each case setting forth the number of shares of Common Stock outstanding. Upon the written request of the a Holder, the Company shall will within two (2) Business Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall will be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Securities, by the a Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may increase reported or decrease the Maximum Percentage to any percentage not in excess of 9.9% 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 the Holder and not to any other holder of Notesannounced.

Limitations on Conversion. The Company shall will not effect any conversion of this Notethe Securities (including any Mandatory Conversion pursuant to Section 6.09), and Holders of the Holder of this Note shall Securities will not have the right to convert any portion of this Note the Securities pursuant to Section 3(a)this Article 6, to the extent that that, after giving effect to such conversion, the a Holder (together with the such Holder’s Affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of determining the foregoing sentenceMaximum Percentage, the number of shares of Common Stock beneficially owned by the a Holder and its Affiliates shall will include the number of shares of Common Stock issuable upon conversion of this Note the Securities with respect to which the such determination of such sentence is being made, but shall will exclude the number of shares of Common Stock which would be issuable upon (A1) conversion of the remaining, nonconverted unconverted portion of this Note the Securities beneficially owned by the such Holder or any of its Affiliates and (B2) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or nonconverted unexchanged portion of any other securities of the Company (including, without limitation, any Other Notes or warrants2020 Notes) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein in this Section 6.16 beneficially owned by the such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii)6.16, beneficial ownership shall will be calculated in accordance with Section 13(d) of Rule 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(c)(iii)6.16, in determining the number of outstanding shares of Common Stock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q document or Form 8-Kreport, as the case may be, filed by the Company with the Commission, (y) a more recent public announcement by the Company or (z) any other recent notice by the Company or the Transfer Agent Company, in each case setting forth the number of shares of Common Stock outstanding. Upon the written request of the a Holder, the Company shall will within two (2) Business Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall will be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Securities, by the a Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reportedreported or announced. By written notice Any Securities that the Company or a Holder, as applicable, is not permitted to convert as described above shall remain outstanding until maturity, unless earlier converted, repurchased or redeemed. If the Company is unable to exercise its option (pursuant to Section 6.09) to convert some or all of the Securities of any Holder due to the Companylimitations described in this Section 6.16, then the Company will have the right at any time to redeem the Securities held by such Holder that the Company is not permitted to convert. If the Company elects to redeem such Securities from such Holder, the redemption shall be made in accordance with and pursuant to the provisions of Article 7. In addition, the Holder may increase or decrease the Maximum Percentage will retain its right to any percentage not in excess of 9.9% specified in voluntarily convert such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered Xxxxxx’s Securities, subject to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Noteslimitations set forth in this Section 6.16.

Limitations on Conversion. The Company shall will not effect any conversion of this Notethe Securities (including any Mandatory Conversion pursuant to Section 6.10), and Holders of the Holder of this Note shall Securities will not have the right to convert any portion of this Note the Securities pursuant to Section 3(a)this Article 6, to the extent that that, after giving effect to such conversion, the a Holder (together with the such Holder’s Affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of determining the foregoing sentenceMaximum Percentage, the number of shares of Common Stock beneficially owned by the a Holder and its Affiliates shall will include the number of shares of Common Stock issuable upon conversion of this Note the Securities with respect to which the such determination of such sentence is being made, but shall will exclude the number of shares of Common Stock which would be issuable upon (A1) conversion of the remaining, nonconverted unconverted portion of this Note the Securities beneficially owned by the such Holder or any of its Affiliates and (B2) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or nonconverted unexchanged portion of any other securities of the Company (including, without limitation, any Other Notes or warrants2017 Notes) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein in this Section 6.17 beneficially owned by the such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii)6.17, beneficial ownership shall will be calculated in accordance with Section 13(d) of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(c)(iii)6.17, in determining the number of outstanding shares of Common Stock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q document or Form 8-Kreport, as the case may be, filed by the Company with the Commission, (y) a more recent public announcement by the Company or (z) any other recent notice by the Company or the Transfer Agent Company, in each case setting forth the number of shares of Common Stock outstanding. Upon the written request of the a Holder, the Company shall will within two (2) Business Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall will be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Securities, by the a Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reportedreported or announced. By written notice Any Securities that the Company or a Holder, as applicable, is not permitted to convert as described above shall remain outstanding until maturity, unless earlier converted, repurchased or redeemed. If the Company is unable to exercise its option (pursuant to Section 6.10) to convert some or all of the Securities of any Holder due to the Companylimitations described in this Section 6.17, then the Company will have the right at any time to redeem the Securities held by such Holder that the Company is not permitted to convert[; provided, however, that the Company may only redeem the Securities after the 2015 Notes are no longer outstanding.]21 . If the Company elects to redeem such Securities from such Holder, the redemption shall be made in accordance with and pursuant to the provisions of Article 7. In addition, the Holder may increase or decrease the Maximum Percentage will retain its right to any percentage not in excess of 9.9% specified in voluntarily convert such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered Holder’s Securities, subject to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Noteslimitations set forth in this Section 6.17.

Limitations on Conversion. The Notwithstanding anything herein to the contrary, the Company shall not effect any conversion of this Noteissue to the Holder, and the Holder may not acquire, a number of Conversion Shares upon conversion of this Note shall not have the right to convert any portion of this Note pursuant to Section 3(a), Warrant to the extent that after giving effect to that, upon such conversion, the Holder (together with the Holder’s Affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentenceexercise, the number of shares of Common Stock then beneficially owned by the Holder and its Affiliates shall include the number of shares and any other persons or entities whose beneficial ownership of Common Stock issuable upon conversion of this Note 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 aggregated with the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Other Notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 3(c)(iii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act (including shares held by any “group” of 1934which the Holder is a member, as amended (but excluding shares beneficially owned by virtue of the “Exchange Act”). For purposes ownership of this Section 3(c)(iii)securities or rights to acquire securities that have limitations on the right to convert, in determining exercise or purchase similar to the limitation set forth herein) would exceed 9.985% of the total number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other recent notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, issued and outstanding (the number of outstanding “9.985% Cap”)); provided that the 9.985% Cap shall not apply to the extent that shares of Common Stock are not deemed to constitute “equity securities” pursuant to Rule 13d-1(i) under the Exchange Act and, provided further, that the 9.985% Cap shall not apply to an exercise effected following receipt of a Major Transaction Notice (as defined below) in respect of a Major Transaction (as defined below) described in clause (A) of the definition of Major Transaction above in which the Company will not be determined after giving effect the surviving entity, until consummation or abandonment of such Major Transaction and, provided further, that the 9.985% Cap shall not apply to the conversion or exercise of securities this Note into IPO Conversion Shares. For the avoidance of doubt, a conversion hereunder (whether at the Company, including this Note, by election of the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice Company) shall be null and void to the Company, extent the Holder may increase or decrease the Maximum Percentage to any percentage not in excess issuance of 9.9% specified in shares upon such notice; provided that conversion would violate this subsection (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 the Holder and not to any other holder of Notes).

Limitations on Conversion. The Notwithstanding anything to the contrary set forth in this Note, the Company shall not effect any the conversion of this Note, and the Holder of this Note shall not have the right to convert any portion of this Note pursuant to Section 3(a)the terms and conditions hereof and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder (Holder, together with the any Attribution Parties (as defined below) to Holder’s Affiliates) , collectively would beneficially own in excess of 9.99.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates other Attribution Parties to Holder shall include the number of shares of Common Stock held by Holder and all other Attribution Parties to Holder, plus the number of shares of Common Stock issuable upon conversion of this Note 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 of the remaining, nonconverted non-converted portion of this Note beneficially owned by the Holder or any of its Affiliates other Attribution Parties to Holder and (Bii) exercise or conversion of the unexercised or nonconverted non-converted portion of any other securities of the Company (including, without limitation, any Other Notes convertible notes or convertible preferred stock or warrants) beneficially owned by Holder or any other Attribution Party to Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliatesin this Section 3(f). Except as set forth in the preceding sentence, for For purposes of this Section 3(c)(iii3(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(c)(iii), in determining the number of outstanding shares of Common StockStock Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Q, Current Report on Form 8-KK or other public filing with the Securities and Exchange Commission, as the case may be, (yB) a more recent public announcement by the Company Company, or (zC) any other recent written notice by the Company or the Transfer Agent its transfer agent, if any, setting forth the number of shares of Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Conversion Notice from Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause Holder’s beneficial ownership, as determined pursuant to this Section 3(f), to exceed the Maximum Percentage, Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall shall, within two (2) Business Days one business day, confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any portion of this Note, by the Holder or its Affiliates and any other Attribution Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to Holder upon conversion of any portion of this Note results in Holder and the other Attribution Parties to Holder being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock was reported. By written notice to (as determined under Section 13(d) of the CompanyExchange Act), the Holder may increase or decrease number of shares so issued by which Holder’s and the other Attribution Parties to Holder’s aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and Holder shall not have the power to any percentage not vote or to transfer the Excess Shares. For purposes of clarity, the shares of Common Stock issuable upon conversion of this Note in excess of 9.9% specified in such notice; provided that (i) any such increase will the Maximum Percentage shall not be effective until deemed to be beneficially owned by Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the sixty-first (61stExchange Act. No prior inability to convert any portion of this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(f) day after such notice is delivered to the Company, 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 3(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and (ii) any such increase or decrease will shall apply only to the Holder and not to any other each successor holder of Notesthis Note.

Limitations on Conversion. The Notwithstanding the provisions of this Debenture, the Company shall not effect any conversion the exercise of this NoteDebenture, and the Holder of this Note shall not have the right to convert any portion of exercise this Note pursuant to Section 3(a)Debenture, to the extent that after giving effect to such conversionexercise, the Holder such Person (together with the Holder’s Affiliatessuch Person's affiliates) would beneficially own in excess of 9.94.99% (the “"Maximum Percentage”") of the number of shares of Common Stock outstanding immediately after giving effect to such conversionexercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder such Person and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon conversion exercise of this Note Debenture 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 this Note Debenture beneficially owned by the Holder or any of such Person and its Affiliates affiliates and (Bii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any Other Notes convertible notes or warrantsconvertible preferred stock or Debentures) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliatesherein. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(iii)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended. For purposes of this Section 3(c)(iii)Debenture, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s 's most recent Form 10-K, Form 10-Q or KSB, Form 10-Q, Form 10-QSB, Current Report on Form 8-KK or other public filing with the Securities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other recent notice by the Company or the 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 the Holder, the Company shall within two (2) one Business Days Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Debentures, by the Holder or 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, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99.99% 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 the Holder and not to any other holder of Notes.Debentures. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this provision to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation..