Common use of Limitations on Conversion Clause in Contracts

Limitations on Conversion. Notwithstanding SECTION 5(a) or SECTION 5(c) but subject to SECTION 8, the Company shall not effect any conversion of the Series A Preferred Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a) or (c), and no holder of Series A Preferred Stock will be permitted to convert shares of Series A Preferred Stock into shares of Common Stock if, and to the extent that, following such conversion, either (i) such holder’s, together with such holder’s Affiliates’, aggregate voting power on a matter being voted on by holders of Common Stock would exceed 19.9% of the Maximum Voting Power or (ii) such holder, together with such holder’s Affiliates, would Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) more than 19.9% of the then outstanding Common Stock; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a Public Sale of the Common Stock to be issued upon such conversion, if following consummation of such Public Sale such holder and its Affiliates will not Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) in excess of 19.9% of the then outstanding Common Stock or (B) a bona fide third party tender offer for the Common Stock issuable thereupon. For purposes of the foregoing sentence, the number of shares of Common Stock Beneficially Owned by a holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock with respect to which a conversion notice has been given, but shall exclude the number of shares of Common Stock which would be issuable upon conversion or exercise of (x) the remaining, unconverted portion of the Series A Preferred Stock and any Junior Preferred Stock (as defined in the Securities Purchase Agreement), (y) any outstanding Notes, or (z) any outstanding Warrants (as defined in the Securities Purchase Agreement) Beneficially Owned by such holder or any of its Affiliates. Upon the written request of the holder, the Company shall within two (2) Business Days confirm in writing to any holder the number of shares of Common Stock then outstanding.

Limitations on Conversion. Notwithstanding SECTION 5(a) or SECTION 5(c) ), but subject to SECTION 85(c), the Company shall not effect any conversion of the Series A C Preferred Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a) or (c), and no holder of Series A C Preferred Stock will be permitted to convert shares of Series A C Preferred Stock into shares of Common Stock if, and to the extent that, following such conversion, either (i) such holder’s, together with such holder’s Affiliates’, aggregate voting power on a matter being voted on by holders of Common Stock would exceed 19.9% of the Maximum Voting Power or (ii) such holder, together with such holder’s Affiliates, would Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) more than 19.9% of the then outstanding Common Stock; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a Public Sale of the Common Stock to be issued upon such conversion, if following consummation of such Public Sale such holder and its Affiliates will not Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) in excess of 19.9% of the then outstanding Common Stock or (B) a bona fide third party tender offer for the Common Stock issuable thereupon. For purposes of the foregoing sentence, the number of shares of Common Stock Beneficially Owned by a holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A C Preferred Stock with respect to which a conversion notice has been given, but shall exclude the number of shares of Common Stock which would be issuable upon conversion or exercise of (x) the remaining, unconverted portion of the Series A C Preferred Stock and any Junior Series A Preferred Stock (as defined in the Securities Purchase Agreement)or Series B Preferred Stock, (y) any outstanding Notes, or (z) any outstanding Warrants (as defined in the Securities Purchase Agreement) Beneficially Owned by such holder or any of its Affiliates. Upon the written request of the holder, the Company shall within two (2) Business Days confirm in writing to any holder the number of shares of Common Stock then outstanding. For purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast by all capital stock on the applicable matter subject to the vote of the Common Stock, Series A Preferred Stock and any other securities that constitute Voting Stock voting together as a single class and after giving effect to any limitation on voting power set forth in the Certificate of Designation of the Series A Preferred Stock and the certificate of designation or other similar document governing other Voting Stock.

Limitations on Conversion. Notwithstanding SECTION 5(a6(a) or SECTION 5(c6(c) but subject to SECTION 8, the Company Corporation shall not effect any conversion of the Series A 8 Convertible Preferred Stock Shares or otherwise issue shares of Common Stock Class A Shares pursuant to SECTION 5(a6(a) or (cSECTION 6(c), and no holder of Series A 8 Convertible Preferred Stock Shares will be permitted to convert shares of Series 8 Convertible Preferred Shares into Class A Preferred Stock into shares of Common Stock Shares if, and to the extent that, following such conversion, either (i) such holder’s, together with such holder’s Affiliates’, aggregate voting power on a matter being voted on by holders of Common Stock Class A Shares would exceed 19.9% of the Maximum Voting Power (as defined below) or (ii) such holder, together with such holder’s Affiliates, holder would Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) more than 19.9% of the then outstanding Common StockShares; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a Public Sale public sale of the Common Stock Class A Shares to be issued upon such conversion, if following consummation of such Public Sale public sale such holder and its Affiliates will not Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) in excess of 19.9% of the then outstanding Common Stock Class A Shares or (B) a bona fide third party tender offer for the Common Stock Class A Shares issuable thereupon. For purposes of the foregoing sentence, the number of shares of Common Stock Class A Shares Beneficially Owned by a holder and its Affiliates shall include the number of shares of Common Stock Class A Shares issuable upon conversion of the Series A 8 Convertible Preferred Stock Shares with respect to which a conversion notice has been given, but shall exclude the number of shares of Common Stock Class A Shares which would be issuable upon conversion or exercise of (x) the remaining, unconverted portion of the Series A 8 Convertible Preferred Stock Shares and any Junior Preferred Stock (as defined in the Securities Purchase Agreement), (y) any outstanding Notes, or (z) any outstanding Warrants (as defined in the Securities Purchase Agreement) Series 9 Alternative Preference Shares Beneficially Owned by such holder or any of its Affiliatesholder. Upon the written request of the holder, the Company Corporation shall within two (2) Business Days confirm in writing (which may be by email) to any holder the number of Class A Shares, Class B Shares and Class C Shares then outstanding. In connection with any conversion and as a condition to the Corporation effecting such conversion, upon request of the Corporation, a holder of Series 8 Convertible Preferred Shares shall deliver to the Corporation a certificate, signed by a duly authorized officer of such holder, no less than twelve (12) Business Days prior to the applicable conversion, certifying that, after giving effect to such conversion, (i) such holder’s aggregate voting power on a matter being voted on by holders of Class A Shares will not exceed 19.9% of the Maximum Voting Power or (ii) such holder will not Beneficially Own more than 19.9% of the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast by all shares of the Corporation’s capital on a matter subject to the vote of the Common Shares and any other securities that constitute Voting Stock then outstandingvoting together as a single class and after giving effect to any limitation on voting power set forth herein and the certificate of incorporation or other similar document governing other Voting Stock.

Limitations on Conversion. Notwithstanding SECTION 5(a) or SECTION 5(c) ), but subject to SECTION 85(c), the Company shall not effect any conversion of the Series A B Preferred Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a) or (c), and no holder of Series A B Preferred Stock will be permitted to convert shares of Series A B Preferred Stock into shares of Common Stock if, and to the extent that, following such conversion, either (i) such holder’s, together with such holder’s Affiliates’, aggregate voting power on a matter being voted on by holders of Common Stock would exceed 19.9% of the Maximum Voting Power or (ii) such holder, together with such holder’s Affiliates, would Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) more than 19.9% of the then outstanding Common Stock; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a Public Sale of the Common Stock to be issued upon such conversion, if following consummation of such Public Sale such holder and its Affiliates will not Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) in excess of 19.9% of the then outstanding Common Stock or (B) a bona fide third party tender offer for the Common Stock issuable thereupon. For purposes of the foregoing sentence, the number of shares of Common Stock Beneficially Owned by a holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A B Preferred Stock with respect to which a conversion notice has been given, but shall exclude the number of shares of Common Stock which would be issuable upon conversion or exercise of (x) the remaining, unconverted portion of the Series A B Preferred Stock and any Junior Series A Preferred Stock (as defined in the Securities Purchase Agreement)or Series C Preferred Stock, (y) any outstanding Notes, or (z) any outstanding Warrants (as defined in the Securities Purchase Agreement) Beneficially Owned by such holder or any of its Affiliates. Upon the written request of the holder, the Company shall within two (2) Business Days confirm in writing to any holder the number of shares of Common Stock then outstanding. For purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast by all capital stock on the applicable matter subject to the vote of the Common Stock, Series A Preferred Stock and any other securities that constitute Voting Stock voting together as a single class and after giving effect to any limitation on voting power set forth in the Certificate of Designation of the Series A Preferred Stock and the certificate of designation or other similar document governing other Voting Stock.

Limitations on Conversion. Notwithstanding SECTION 5(a6(a) or SECTION 5(c6(c) but subject to SECTION 8, the Company Corporation shall not effect any conversion of the Series A 6 Preferred Stock Shares or otherwise issue shares of Common Stock Class A Shares pursuant to SECTION 5(a6(a) or (cSECTION 6(c), and no holder of Series A 6 Preferred Stock Shares will be permitted to convert shares of Series 6 Preferred Shares into Class A Preferred Stock into shares of Common Stock Shares if, and to the extent that, following such conversion, either (i) such holder’s, together with such holder’s Affiliates’, aggregate voting power on a matter being voted on by holders of Common Stock Class A Shares would exceed 19.9% of the Maximum Voting Power (as defined below) or (ii) such holder, together with such holder’s Affiliates, holder would Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) more than 19.9% of the then outstanding Common StockShares; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a Public Sale public sale of the Common Stock Class A Shares to be issued upon such conversion, if following consummation of such Public Sale public sale such holder and its Affiliates will not Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) in excess of 19.9% of the then outstanding Common Stock Class A Shares or (B) a bona fide third party tender offer for the Common Stock Class A Shares issuable thereupon. For purposes of the foregoing sentence, the number of shares of Common Stock Class A Shares Beneficially Owned by a holder and its Affiliates shall include the number of shares of Common Stock Class A Shares issuable upon conversion of the Series A 6 Preferred Stock Shares with respect to which a conversion notice has been given, but shall exclude the number of shares of Common Stock Class A Shares which would be issuable upon conversion or exercise of (x) the remaining, unconverted portion of the Series A 6 Preferred Stock Shares and any Junior Preferred Stock (as defined in the Securities Purchase Agreement), (y) any outstanding Notes, or (z) any outstanding Warrants (as defined in the Securities Purchase Agreement) Alternative Preference Shares Beneficially Owned by such holder or any of its Affiliatesholder. Upon the written request of the holder, the Company Corporation shall within two (2) Business Days confirm in writing (which may be by email) to any holder the number of Class A Shares, Class B Shares and Class C Shares then outstanding. In connection with any conversion and as a condition to the Corporation effecting such conversion, upon request of the Corporation, a holder of Series 6 Preferred Shares shall deliver to the Corporation a certificate, signed by a duly authorized officer of such holder, no less than twelve (12) Business Days prior to the applicable conversion, certifying that, after giving effect to such conversion, (i) such holder’s aggregate voting power on a matter being voted on by holders of Class A Shares will not exceed 19.9% of the Maximum Voting Power or (ii) such holder will not Beneficially Own more than 19.9% of the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast by all shares of the Corporation’s capital on a matter subject to the vote of the Common Shares and any other securities that constitute Voting Stock then outstandingvoting together as a single class and after giving effect to any limitation on voting power set forth herein and the Certificate of Incorporation, the certificate of designation or other similar document governing other Voting Stock. For purposes of this SECTION 6(b), the aggregate voting power and Beneficial Ownership of Common Shares held by the Affiliates of a holder shall be attributed to such holder.

Limitations on Conversion. Notwithstanding SECTION 5(a(i) or SECTION 5(c) but subject to SECTION 8, the Company The Corporation shall not effect any the conversion of the any share of Series A Preferred Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a) or (c)Preferred, and no person who is a holder of Series A Preferred Stock will be permitted shall have the right to convert shares of Series A Preferred Stock into shares of Common Stock ifStock, and to the extent that, following that after giving effect to such conversion, either such person (i) such holder’s, together with such holder’s Affiliates’, aggregate voting power on a matter being voted on by holders person's affiliates) would beneficially own in excess of Common Stock would exceed 19.99.999% of the Maximum Voting Power or (ii) such holder, together with such holder’s Affiliates, would Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) more than 19.9% of the then outstanding Common Stock; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a Public Sale shares of the Common Stock outstanding immediately after giving effect to be issued upon such conversion, if following consummation of such Public Sale such holder and its Affiliates will not Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) in excess of 19.9% of the then outstanding Common Stock or (B) a bona fide third party tender offer for the Common Stock issuable thereupon. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Beneficially Owned beneficially owned by a holder such person and its Affiliates affiliates shall include include, without limitation, the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock with respect to which a conversion notice has been giventhe determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining unconverted shares of Series A Preferred beneficially owned by such person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation beneficially owned by such person and its affiliates (including, without limitation, shares of convertible stock, any debentures, convertible notes or other convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of (xthis paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) the remaining, unconverted portion of the Securities Exchange Act of 1934, as amended. For purposes of this Certificate of Designation, in determining the number of outstanding shares of Common Stock, a holder of Series A Preferred may rely on the number of outstanding shares of Common Stock and any Junior Preferred Stock as reflected in (as defined in 1) the Corporation's most recent Form 10-Q, Form 10-K or other public filing with the Securities Purchase Agreement)and Exchange Commission, as the case may be, (y2) any outstanding Notesa more recent public announcement by the Corporation, or (z3) any outstanding Warrants (as defined in other notice by the Securities Purchase Agreement) Beneficially Owned by such holder Corporation or its transfer agent setting forth the number of shares of Common Stock outstanding. For any of its Affiliates. Upon reason at any time, upon the written or oral request of the holderany holder of Series A Preferred, the Company Corporation shall within two (2) Business Days five business days confirm orally and in writing to any such holder of Series A Preferred 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 Corporation by such holder of Series A Preferred and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. In effecting the conversion of shares of Series A Preferred, the Corporation shall be entitled to rely on a representation by the holder of such shares of Series A Preferred as to the number of shares that it beneficially owns for purposes of the above 9.999% limitation calculation. Notwithstanding the foregoing, the provisions of this

Limitations on Conversion. Notwithstanding SECTION 5(a) or SECTION 5(c) but subject to SECTION 87, the Company Corporation shall not effect any conversion of the Series A Preferred Stock Convertible Preference Shares or otherwise issue shares of Common Stock Class A Shares pursuant to SECTION 5(a) or (cSECTION 5(c), and no holder of Series A Preferred Stock Convertible Preference Shares will be permitted to convert shares of Series Convertible Preference Shares into Class A Preferred Stock into shares of Common Stock Shares if, and to the extent that, following such conversion, either (i) such holder’s, together with such holder’s Affiliates’, aggregate voting power on a matter being voted on by holders of Common Stock Class A Shares would exceed 19.9% of the Maximum Voting Power (as defined below) or (ii) such holder, together with such holder’s Affiliates, holder would Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) more than 19.9% of the then outstanding Common StockShares; provided, however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) a Public Sale public sale of the Common Stock Class A Shares to be issued upon such conversion, if following consummation of such Public Sale public sale such holder and its Affiliates will not Beneficially Own (disregarding for this purpose clause (ii) of the definition of “Beneficially Own”) in excess of 19.9% of the then outstanding Common Stock Class A Shares or (B) a bona fide third party tender offer for the Common Stock Class A Shares issuable thereupon. For purposes of the foregoing sentence, the number of shares of Common Stock Class A Shares Beneficially Owned by a holder and its Affiliates shall include the number of shares of Common Stock Class A Shares issuable upon conversion of the Series A Preferred Stock Convertible Preference Shares with respect to which a conversion notice has been given, but shall exclude the number of shares of Common Stock Class A Shares which would be issuable upon conversion or exercise of (x) the remaining, unconverted portion of the Series A Preferred Stock Convertible Preference Shares and any Junior Preferred Stock (as defined in the Securities Purchase Agreement), (y) any outstanding Notes, or (z) any outstanding Warrants (as defined in the Securities Purchase Agreement) Alternative Preference Shares Beneficially Owned by such holder or any of its Affiliatesholder. Upon the written request of the holder, the Company Corporation shall within two (2) Business Days confirm in writing (which may be by email) to any holder the number of Class A Shares and Class B Shares then outstanding. In connection with any conversion and as a condition to the Corporation effecting such conversion, upon request of the Corporation, a holder of Convertible Preference Shares shall deliver to the Corporation a certificate, signed by a duly authorized officer of such holder, no less than twelve (12) Business Days prior to the applicable conversion, certifying that, after giving effect to such conversion, (i) such holder’s aggregate voting power on a matter being voted on by holders of Class A Shares will not exceed 19.9% of the Maximum Voting Power or (ii) such holder will not Beneficially Own more than 19.9% of the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of votes which may be cast by all shares of the Corporation’s capital on a matter subject to the vote of the Common Shares and any other securities that constitute Voting Stock then outstandingvoting together as a single class and after giving effect to any limitation on voting power set forth herein and the articles of amendment or other similar document governing other Voting Stock. For purposes of this SECTION 5(b), the aggregate voting power and Beneficial Ownership of Common Shares held by the Affiliates of a holder shall be attributed to such holder.