Common use of Conversion Limitations Clause in Contracts

Conversion Limitations. Subject to the beneficial ownership limitations set forth in the certificate of designation of the Parent’s Series D Preferred Stock and described in Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit (the “Conversion Limit”) of the Series D Preferred Stock on any single Trading Day (as defined in the Series D Certificate of Designation). The Conversion Limit is calculated as 15% (the “Volume Percentage”) of the greater of (i) the trading volume of the Parent’s common stock on the Conversion Notice Delivery Date (as defined in the Series D Certificate of Designation) or (ii) the average trading volume of the Parent’s common stock for the ten (10) Trading Days immediately prior to the Conversion Notice Delivery Date. If the Parent’s common stock is traded at or above $12 per share on the Conversion Notice Delivery Date, the Volume Percentage shall be increased to 20% for purposes of calculating the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to all holders of the Series D Preferred Stock in the same manner and to the same extent (accounting for each holder’s pro rata share), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In the event that the Conversion Limit is waived, terminated or otherwise modified by the Parent, each holder of Series D Preferred Stock shall be entitled to the benefit of such waiver, termination or modification (as the case may be) and shall be entitled to the same revised conversion limit terms at the time of such waiver, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the benefits thereof. Notwithstanding anything in this Section 6.9 or in the Series D Certificate of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoing, in the event of a discrepancy between this Section 6.9 and the terms of the Series D Certificate of Designation, the terms of the Series D Certificate of Designation shall govern.

Conversion Limitations. Subject (a) Notwithstanding anything to the beneficial ownership limitations set forth in the certificate contrary herein, no Holder shall be entitled to receive any shares of designation Common Stock otherwise deliverable upon conversion of the Parent’s Series D Preferred Stock and described in Section 2.5 aboveNotes to the extent, which shall further limit but only to the conversions permitted herebyextent, each Stockholder agrees not that such receipt would cause such Holder to convert more than its pro rata share of the conversion limit (the become, directly or indirectly, a “Conversion Limit”) of the Series D Preferred Stock on any single Trading Day Beneficial Owner” (as defined in the Series D Certificate Stockholder Rights Agreement, dated as of Designation). The Conversion Limit is calculated March 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as 15% amended or supplemented through the date hereof or from time to time (the “Volume PercentageStockholder Rights Agreement”)) of more than 9.99% (or 19.99% in the case of passive stockholders or “13G Investors” as defined in the Stockholder Rights Agreement) of the greater shares of Common Stock outstanding at such time (such restriction, the “Beneficial Ownership Limit”). Any purported delivery of shares of Common Stock upon conversion of the Notes shall be void and have no effect to the extent, but only to the extent, that such delivery would result in any Person becoming the Beneficial Owner of shares of Common Stock outstanding at such time in excess of the Beneficial Ownership Limit. If any delivery of shares of Common Stock otherwise owed to any Person (or Persons) upon conversion of the Notes is not made, in whole or in part, as a result of the Beneficial Ownership Limit, the Company’s obligation to make such delivery shall not be extinguished and, such Holder may certify to the Company that the Person (or Persons) receiving shares of Common Stock upon conversion is not, and would not, as a result of such conversion, become the Beneficial Owner of shares of Common Stock outstanding at such time in excess of the Beneficial Ownership Limit, after which the Company shall deliver any such shares of Common Stock withheld on account of the Beneficial Ownership Limit by the later of (i) the trading volume of the Parent’s common stock on the Conversion Notice Delivery Date date such shares were otherwise due to such Person (as defined in the Series D Certificate of Designationor Persons) or and (ii) the average trading volume of the Parent’s common stock for the ten two (102) Trading Days immediately prior after receipt of such certification; provided, however, until such time as the affected Holder gives such notice, no Person shall be deemed to be the stockholder of record with respect to the Conversion Notice Delivery Date. If shares of Common Stock otherwise deliverable upon conversion in excess of the Parent’s common stock is traded Beneficial Ownership Limit. (b) The Company may, at its option with the approval of the Board of Directors and subject to the applicable listing standards of The New York Stock Exchange, waive the Beneficial Ownership Limit (as to a particular Person or above $12 per share on the Conversion Notice Delivery Date, the Volume Percentage shall be increased to 20% for purposes of calculating the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied as to all holders of the Series D Preferred Stock in the same manner and to the same extent (accounting for each holder’s pro rata sharePersons), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In the event that the Conversion Company exercises its right to waive the general Beneficial Ownership Limit is waivedto all Persons, terminated the Company or, at the Company’s written request and expense, the Trustee, shall deliver or otherwise modified by the Parent, cause to be delivered to each holder of Series D Preferred Stock shall be entitled Holder 61 days prior to the benefit effective waiver date an irrevocable notice of such waiver, termination or modification . Neither the Trustee nor the Conversion Agent shall have any obligation to monitor the Beneficial Ownership Limit (as the case may be) and shall be entitled to the same revised conversion limit terms at the time of such waiver, termination a particular Person or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required as to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the benefits thereof. Notwithstanding anything in this Section 6.9 or in the Series D Certificate of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoing, in the event of a discrepancy between this Section 6.9 and the terms of the Series D Certificate of Designation, the terms of the Series D Certificate of Designation shall governall Persons).

Conversion Limitations. Subject (A) Notwithstanding anything herein to the beneficial ownership limitations contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of 19.999% of the number of Ordinary Shares outstanding on the Trading Day immediately preceding the Original Issue Date, less the number of shares of Common Stock issued prior to the applicable Conversion Date upon exercise of any Warrants issued pursuant to the Purchase Agreement (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of Ordinary Shares that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable law or applicable rules and regulations of the Principal Market (or any successor entity), if any (the "Shareholder Approval"), then the Company shall issue to the Holder requesting a conversion a number of Ordinary Shares equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of Ordinary Shares in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion; provided, however, such percentage shall be 9.99% for purposes of a Forced Conversion under Section 4(b)(iv) only. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its affiliates shall include the number of Ordinary Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture 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 Debentures or the 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 certificate preceding sentence, for purposes of designation of the Parent’s Series D Preferred Stock and described this Section 4(a)(ii), beneficial ownership shall be calculated in accordance with Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit (the “Conversion Limit”13(d) of the Series D Preferred Stock on any single Trading Day Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (as defined in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the Series D Certificate sole discretion of Designation)such Holder. The Conversion Limit is calculated as 15% (To ensure compliance with this restriction, the “Volume Percentage”) of the greater of (i) the trading volume of the Parent’s common stock on the Conversion Notice Delivery Date (as defined in the Series D Certificate of Designation) or (ii) the average trading volume of the Parent’s common stock for the ten (10) Trading Days immediately prior Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice Delivery Date. If the Parent’s common stock is traded at or above $12 per share on the of Conversion Notice Delivery Date, the Volume Percentage shall be increased to 20% for purposes of calculating the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to all holders of the Series D Preferred Stock in the same manner and to the same extent (accounting for each holder’s pro rata share), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In the event that the Conversion Limit is waived, terminated or otherwise modified by the Parent, each holder of Series D Preferred Stock shall be entitled to the benefit of such waiver, termination or modification (as the case may be) and shall be entitled to the same revised conversion limit terms at the time of such waiver, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the benefits thereof. Notwithstanding anything in this Section 6.9 or in the Series D Certificate of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of has not violated the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoing, in the event of a discrepancy between this Section 6.9 paragraph and the terms Company shall have no obligation to verify or confirm the accuracy of the Series D Certificate of Designation, the terms of the Series D Certificate of Designation shall govern.such

Conversion Limitations. Subject In no event shall a Holder be permitted to convert any Preferred Shares in excess of the beneficial ownership limitations set forth number of such shares, upon the Conversion of which: (a) the number of Conversion Shares to be issued pursuant to such Conversion, prior Conversions of Preferred Shares by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without stockholder approval in compliance with the continued listing requirements of either the Nasdaq National or SmallCap Market (the "Cap --- Amount"), except that such limitation shall not apply in the certificate of designation of the Parent’s Series D Preferred Stock and described in Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit (the “Conversion Limit”) of the Series D Preferred Stock on any single Trading Day (as defined in the Series D Certificate of Designation). The Conversion Limit is calculated as 15% (the “Volume Percentage”) of the greater of event that (i) the trading volume ------ Corporation obtains the approval of the Parent’s common stock on holders of a majority of the Conversion Notice Delivery Date Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder whose Cap Allocation Amount (as defined below) represents less than (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the Series D Certificate number of DesignationConversion Shares into ---- such Holder has previously converted Preferred Shares shall have the right to require the Corporation, upon written notice to such effect, to seek such approval by means of a special meeting of stockholders to be held as soon as practicable following the Corporation's receipt of such notice, but in any case within ninety (90) days following such receipt, and to recommend such approval to its stockholders at such special meeting) or (ii) the average trading volume Holders of a majority of the Parent’s common stock for the ten (10) Trading Days immediately prior number of Preferred Shares then outstanding obtain an opinion of counsel reasonably satisfactory to the Corporation that such approval is not required. Until such approval or opinion is obtained, no purchaser of Preferred Shares pursuant to the Exchange Agreement (each, a "Purchaser" and together the --------- "Purchasers") shall be issued, upon Conversion Notice Delivery Date. If of the Parent’s common stock is traded at or above $12 per share on Preferred Shares, ---------- Conversion Shares in an amount greater than the Conversion Notice Delivery Dateproduct of (A) the Cap Amount times (B) a fraction, the Volume Percentage shall be increased numerator of which is the number of Preferred Shares ----- issued to 20% for purposes such Purchaser pursuant to the Exchange Agreement and the denominator of calculating which is the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to aggregate amount of all holders of the Series D Preferred Stock in the same manner and Shares issued to the same extent Purchasers pursuant to the Exchange Agreement (accounting for each holder’s pro rata sharethe "Cap Allocation Amount"), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In --------------------- the event that the Conversion Limit is waived, terminated any Purchaser shall sell or otherwise modified by transfer any of such Purchaser's Preferred Shares, the Parent, each holder of Series D Preferred Stock transferee shall be entitled to the benefit allocated a pro rata portion of such waiver, termination or modification (as the case may be) and shall be entitled to the same revised conversion limit terms at the time of such waiver, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the benefits thereof. Notwithstanding anything in this Section 6.9 or in the Series D Certificate of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoing, in the event of a discrepancy between this Section 6.9 and the terms of the Series D Certificate of Designation, the terms of the Series D Certificate of Designation shall govern.Purchaser's Cap

Conversion Limitations. Subject In no event shall a Holder be permitted to convert any Preferred Shares in excess of the number of such shares, upon the Conversion of which: (a) the number of Conversion Shares to be issued pursuant to such Conversion, when added to the beneficial ownership limitations set forth number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares and all prior exercises of the Warrants by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without stockholder approval in compliance with the continued listing requirements of the Nasdaq SmallCap Market (the "Cap Amount"), except that such limitation shall not apply in the certificate of designation of the Parent’s Series D Preferred Stock and described in Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit (the “Conversion Limit”) of the Series D Preferred Stock on any single Trading Day (as defined in the Series D Certificate of Designation). The Conversion Limit is calculated as 15% (the “Volume Percentage”) of the greater of event that (i) the trading volume Corporation obtains the approval of the Parent’s common stock on holders of a majority of the Conversion Notice Delivery Date Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder whose Cap Allocation Amount (as defined below) represents one hundred and seventy-five percent (175%) or less of (A) the number of Conversion Shares and Warrant Shares into which the Preferred Shares and Warrants then held by such Holder are convertible or exercisable at the Conversion Price or the Exercise Price, as the case may be, then in effect (without regard to any restrictions or limitations on such conversion or exercise) plus (B) the Series D Certificate number of DesignationConversion Shares and Warrant Shares into which such Holder has previously converted Preferred Shares and exercised the Warrants, respectively, shall have the right to require the Corporation, upon written notice to such effect, to seek such approval by means of a special meeting of stockholders to be held as soon as practicable following the Corporation's receipt of such notice, but in any case within ninety (90) days following such receipt, and to recommend such approval to its stockholders at such special meeting) or (ii) the average trading volume Holders of a majority of the Parent’s common stock for number of Preferred Shares then outstanding (or, if no Preferred Shares are outstanding, the ten (10holders of Warrants exercisable into majority of the Warrant Shares then issuable) Trading Days immediately prior obtain an opinion of counsel reasonably satisfactory to the Corporation that such approval is not required. Until such approval or opinion is obtained, no purchaser of Preferred Shares pursuant to the Securities Purchase Agreement (each, a "Purchaser" and together the "Purchasers") shall be issued, upon Conversion Notice Delivery Date. If of the Parent’s common stock is traded at or above $12 per share on Preferred Shares, Conversion Shares in an amount greater than the Conversion Notice Delivery Dateproduct of (A) the Cap Amount times (B) a fraction, the Volume Percentage shall be increased numerator of which is the number of Preferred Shares issued to 20% for purposes such Purchaser pursuant to the Securities Purchase Agreement and the denominator of calculating which is the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to aggregate amount of all holders of the Series D Preferred Stock in the same manner and Shares issued to the same extent Purchasers pursuant to the Securities Purchase Agreement (accounting for each holder’s pro rata sharethe "Cap Allocation Amount"), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In the event that the Conversion Limit is waived, terminated any Purchaser shall sell or otherwise modified by transfer any of such Purchaser's Preferred Shares or Warrants, the Parent, each holder of Series D Preferred Stock transferee shall be entitled to the benefit allocated a pro rata portion of such waiver, termination or modification (as Purchaser's Cap Allocation Amount. In the case may be) and shall be entitled to the same revised conversion limit terms at the time event that any Holder converts all of such waiver, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the benefits thereof. Notwithstanding anything in this Section 6.9 or in the Series D Certificate Holder's Preferred Shares and Warrants into a number of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoingShares and Warrant Shares which, in the event aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares and Warrant Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder; or (b) (x) the number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon conversion of such Preferred Shares or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this paragraph 5(b)) plus (y) the number of shares of Common Stock issuable upon the Conversion of such Preferred Shares, would be equal to or exceed (z) 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Corporation may otherwise have), the Corporation may rely on the Holder's determination of whether Preferred Shares are convertible pursuant to the terms hereof, the Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a discrepancy between this Section 6.9 and Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Preferred Shares specified therein are convertible pursuant to the terms hereof. This paragraph may be amended by all of the Series D Certificate Holders of Designation, Preferred Shares then outstanding only with the terms consent of the Series D Certificate holders of Designation a majority of the shares of Common Stock then outstanding. Nothing contained herein shall governbe deemed to restrict the right of a Holder to convert Preferred Shares at such time as the Conversion thereof will not violate the provisions of this paragraph 5(b).

Conversion Limitations. Subject In no event shall a Holder be permitted to convert any Debentures to the extent that, upon the Conversion of such Debentures, the number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 9), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership limitations set forth shall be determined in the certificate of designation of the Parent’s Series D Preferred Stock and described in accordance with Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit (the “Conversion Limit”13(d) of the Series D Preferred Stock Exchange Act and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have), the Company may rely on any single Trading Day (the Holder's determination of whether Debentures are convertible pursuant to the terms hereof, the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as defined in the Series D Certificate Conversion thereof will not violate the provisions of Designation)this paragraph. The Conversion Limit is calculated as 15% limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (the “Volume Percentage”61) of the greater of (i) the trading volume of the Parent’s common stock on the Conversion Notice Delivery Date (as defined in the Series D Certificate of Designation) or (ii) the average trading volume of the Parent’s common stock for the ten (10) Trading Days immediately days' prior written notice from such Holder to the Conversion Notice Delivery Date. If the Parent’s common stock is traded at or above $12 per share on the Conversion Notice Delivery Date, the Volume Percentage shall be increased to 20% for purposes of calculating the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to all holders of the Series D Preferred Stock in the same manner and to the same extent (accounting for each holder’s pro rata share), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In the event that the Conversion Limit is waived, terminated or otherwise modified by the Parent, each holder of Series D Preferred Stock shall be entitled to the benefit of such waiver, termination or modification (as the case may be) and shall be entitled to the same revised conversion limit terms at the time of such waiver, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the benefits thereof. Notwithstanding anything in this Section 6.9 or in the Series D Certificate of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoing, in the event of a discrepancy between this Section 6.9 and the terms of the Series D Certificate of Designation, the terms of the Series D Certificate of Designation shall governCompany.

Conversion Limitations. Subject In no event shall a Holder be permitted to convert any Series C Preferred Shares in excess of the number of such shares, upon the Conversion of which: (a) the number of Conversion Shares to be issued pursuant to such Conversion, when added to the beneficial ownership limitations set forth in the certificate number of designation shares of Common Stock issued pursuant to all prior Conversions of Series C Preferred Shares, issuances of Dividend Payment Shares and exercise of the Parent’s Series D Preferred Warrants would exceed 19.99% of the number of outstanding shares of Common Stock and on the Purchase Date (subject to equitable adjustments from time to time for the events described in Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit 5 below) (the “Conversion Limit”) of the Series D Preferred Stock on any single Trading Day (as defined "Cap Amount"), except that such limitation shall not apply in the Series D Certificate of Designation). The Conversion Limit is calculated as 15% (the “Volume Percentage”) of the greater of event that (i) the trading volume Corporation obtains the approval of the Parent’s common stock on the Conversion Notice Delivery Date its shareholders as required by NASD Rule 4460 (as defined or any successor rule or regulation) for issuances of Common Stock in the Series D Certificate excess of Designation) such amount or (ii) the average trading volume of the Parent’s common stock for the ten (10) Trading Days immediately prior obtains a written opinion from outside counsel to the Conversion Notice Delivery Date. If the Parent’s common stock Corporation that such approval is traded at or above $12 per share on the Conversion Notice Delivery Datenot required, the Volume Percentage which opinion shall be increased reasonably satisfactory to 20% for purposes the Holders of calculating the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to all holders a majority of the Series D C Preferred Stock in the same manner and Shares then outstanding. Until such approval or written opinion is obtained, no purchaser of Series C Preferred Shares pursuant to the same extent Securities Purchase Agreement (accounting for each holder’s pro rata share)each, and that any waivera "Purchaser" and, termination or modification collectively, the "Purchasers") shall be issued, upon Conversion of the Series C Preferred Shares, Conversion Limit shall affect Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Series C Preferred Shares issued to such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate amount of all holders equallyof the Series C Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Agreement (the "Allocation Amount"). In the event that the Conversion Limit is waived, terminated any Purchaser shall sell or otherwise modified by transfer any of such Purchaser's Series C Preferred Shares, the Parent, each holder of Series D Preferred Stock transferee shall be entitled to the benefit allocated a pro rata portion of such waiver, termination or modification (as Purchaser's Allocation Amount. In the case may be) and event that any Holder shall be entitled to the same revised conversion limit terms at the time convert all of such waiver, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required to satisfy such condition or provide such consideration (accounting for each holder’s pro rata share) in order to be entitled to the benefits thereof. Notwithstanding anything in this Section 6.9 or in the Holder's Series D Certificate C Preferred Shares into a number of Designation, a holder of the Series D Preferred Stock may convert such shares of Series D Preferred Stock without regards to the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoingShares which, in the event of a discrepancy aggregate, is less than such Holder's Allocation Amount, then the difference between this Section 6.9 such Holder's Allocation Amount and the terms number of Conversion Shares actually issued to such Holder shall be allocated to the respective Allocation Amounts of the remaining Holders of Series D Certificate C Preferred Shares on a pro rata basis in proportion to the number of Designation, the terms of the Series D Certificate of Designation shall govern.C Preferred Shares then held by each such Holder;

Conversion Limitations. Subject The Company shall not effect any conversion of Series K Preferred Stock, and neither the Company nor a holder of Series K Preferred Stock shall have the right to convert any Series K Preferred Stock, pursuant to Section 5(b) or 5(a), respectively, or otherwise, to the beneficial ownership limitations extent that after giving effect to the issuance of Common Stock upon such conversion, the holder of Series K Preferred Stock (together with the holder’s affiliates, and any other Persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). 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 holder’s Series K Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted Series K Preferred Stock beneficially owned by the holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) 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 certificate preceding sentence, for purposes of designation of the Parent’s Series D Preferred Stock and described this Section 5(e), beneficial ownership shall be calculated in accordance with Section 2.5 above, which shall further limit the conversions permitted hereby, each Stockholder agrees not to convert more than its pro rata share of the conversion limit (the “Conversion Limit”13(d) of the Series D Preferred Stock on any single Trading Day (as defined Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the holders that the Company is not representing to the holders that such calculation is in the Series D Certificate of Designation). The Conversion Limit is calculated as 15% (the “Volume Percentage”compliance with Section 13(d) of the greater Exchange Act and the holders are solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 5(e) applies, the determination of whether the Series K Preferred Stock is convertible (iin relation to other securities owned by the holder together with any affiliates) and to what extent the Series K Preferred Stock is convertible shall be in the sole discretion of the holder, and the submission of a conversion election or a Notice of Limitation shall be deemed to be the holder’s determination of whether the Series K Preferred Stock is convertible (in relation to other securities owned by the holder together with any affiliates) and to what extent the Series K Preferred Stock is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the trading volume of Company’s most recent periodic or annual report filed with the Parent’s common stock on the Conversion Notice Delivery Date (as defined in the Series D Certificate of Designation) or (ii) the average trading volume of the Parent’s common stock for the ten (10) Trading Days immediately prior to the Conversion Notice Delivery Date. If the Parent’s common stock is traded at or above $12 per share on the Conversion Notice Delivery DateCommission, the Volume Percentage shall be increased to 20% for purposes of calculating the Conversion Limit applicable to that day. The Parent and Stockholders agree that the Conversion Limit shall be applied to all holders of the Series D Preferred Stock in the same manner and to the same extent (accounting for each holder’s pro rata share), and that any waiver, termination or modification of the Conversion Limit shall affect all holders equally. In the event that the Conversion Limit is waived, terminated or otherwise modified by the Parent, each holder of Series D Preferred Stock shall be entitled to the benefit of such waiver, termination or modification (as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a holder, the Company shall within two trading 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 entitled determined after giving effect to the same revised conversion limit terms at or exercise of securities of the time of such waiverCompany, termination or modification, provided, however, that if any condition must be satisfied or consideration provided for such waiver, termination or modification, each holder will be required to satisfy such condition or provide such consideration (accounting for each including the holder’s pro rata share) in order to Series K Preferred Stock, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be entitled 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the benefits thereofissuance of shares of Common Stock issuable upon conversion of the holder’s Series K Preferred Stock. Notwithstanding anything A holder may elect to decrease or, upon not less than sixty-one (61) days’ prior notice to the Company, may elect to increase or remove the Beneficial Ownership Limitation provided by this Section 5(e) with respect to the Series K Preferred Stock held by such holder. Any such election to increase or remove the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(e) 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. The limitations contained in this Section 6.9 or in the Series D Certificate of Designation, paragraph shall apply to a successor holder of the Series D Preferred Stock may convert such shares of Series D K Preferred Stock without regards regard to any election to increase or remove the Conversion Limit if the stock is traded at or above $15 on the Conversion Notice Delivery Date. Each certificate evidencing shares of Series D Preferred Stock shall contain limitation delivered by a legend reflecting the terms of the restrictions on conversions set forth in this Section 6.9. Notwithstanding anything to the foregoing, in the event of a discrepancy between this Section 6.9 and the terms of the Series D Certificate of Designation, the terms of the Series D Certificate of Designation shall governpredecessor holder.