Common use of Holder’s Conversion Limitations Clause in Contracts

Holder’s Conversion Limitations. Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of the Warrant be converted if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(f) with regard to any or all shares of Common Stock issuable upon conversion of the Warrants, this Section 3(i) will be of no force or effect with regard to all or a portion of the Warrants referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of the Warrants be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of the Warrants may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes hereof, 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 (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its stock transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a holder of Warrants, the Company shall within three (3) business days confirm orally and in writing to such 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 the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days’ of such calculation and which are not subject to a limitation on conversion or exercise analogous to the limitation contained herein. 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(i) 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 paragraph shall apply to a successor holder of this Warrant.

Holder’s Conversion Limitations. Notwithstanding anything to the contrary set forth contained in this WarrantNote, at no time may all or the Company shall not effect any conversion of this Note pursuant to Section 4.2 with respect to a portion Note held by any Holder who, together with its Affiliates, holds less than $100,000,000 in aggregate principle amount of the Warrant be converted if Notes, and any Holder who, together with its Affiliates, holds less than $100,000,000 in aggregate principal amount of the Notes shall not effect any conversion of this Note pursuant to Section 4.1, in either case, into shares of Class A Common Stock to the extent that after giving effect to such conversion the aggregate number of shares of Class A Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock then beneficially owned by the such Holder at such time, the number and its Affiliates and any other Persons whose beneficial ownership of shares of Class A Common Stock which would result in the Holder beneficially owning (as determined in accordance be aggregated with such Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 would exceed 4.99% (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(f) with regard to any or all shares of Common Stock issuable upon conversion of the Warrants, this Section 3(i) will be of no force or effect with regard to all or a portion of the Warrants referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of the Warrants be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess total number of 9.99% of the then issued and outstanding shares of Class A Common Stock outstanding at such time (Stock; provided, that the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice shall only apply to the Company, a holder of extent that the Warrants may from time Class A Common Stock is deemed to time decrease constitute an “equity security” pursuant to Rule 13d-1 under the Maximum Percentage to any other percentage specified in such noticeExchange Act. For purposes hereofof this Note, in determining the number of outstanding shares of Common Stock, the such Holder may rely on the number of outstanding shares of Class A Common Stock as reflected in (1i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, filed with the SEC prior to the date hereof, (2ii) a more recent public announcement by the Company or (3iii) any other notice by the Company or its stock transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of a holder of Warrantssuch Holder, the Company shall within three two (32) business days Trading Days confirm orally and in writing or by electronic mail to such holder Holder the number of shares of Class A Common Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Note, by the such Holder and its affiliates Affiliates since the date as of which such number of outstanding shares of Class A Common Stock was reported. By written notice to the Company, which such Holder may from time to time increase or decrease the maximum percentage to any other percentage specified not in excess of 9.99% in such notice; provided that any event are convertible or exercisablesuch increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 4.5, as the case may be, into aggregate number of shares of the Company’s Common Stock within 60 days’ or voting securities beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with such calculation Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Class A Common Stock issuable upon the conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Class A Common Stock which would be issuable upon (i) conversion of the remaining unconverted portion of this Note by such Holder and (ii) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including, without limitation, any securities of the Company which are not would entitle the holder thereof to acquire at any time shares of Class A Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Class A Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein. The provisions of this paragraph shall be construed herein and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(i) to correct this paragraph (is beneficially owned by such Holder or any portion hereof) which may be defective or inconsistent with the intended of its Affiliates and other Persons whose beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to of shares of Class A Common Stock would be aggregated with such limitation. The limitations contained in this paragraph shall apply to a successor holder Holder’s for purposes of this WarrantSection 13(d) of the Exchange Act.