Common use of Limitations on Conversion Clause in Contracts

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11, a Series D Preferred Shares holder shall not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares 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, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one (1) Trading Day confirm orally and in writing to such holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Conversion. Except as set forth in Notwithstanding anything to the contrary contained herein, this paragraph (e) of Section 11.11, a Series D Preferred Shares holder shall not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares Note shall not be automatically converted, convertible by a holder to the extent (but only to the extent) that after giving effect to such conversion, such the holder (together with such holder’s Affiliates, or any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) its affiliates would beneficially own in excess of 19.999.99% (the “Maximum Percentage”) of the shares common stock of Common Shares outstanding immediately after giving effect the Borrower. To the extent the above limitation applies, the determination of whether the Note shall be convertible (vis-à-vis other convertible securities owned by the holder or any of its affiliates) and of which such securities shall be convertible (as among all such securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the corporation for conversion. For purposes No prior inability to convert the Note pursuant to this paragraph shall have any effect on the applicability of the foregoing sentence, the aggregate number provisions of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares this paragraph with respect to which the any subsequent determination of such sentence is being madeconvertibility. For the purposes of this paragraph, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares beneficially owned by such person beneficial ownership and its Affiliates all determinations 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 calculations (including, without limitation, any convertible notes or convertible preferred stock or warrantswith respect to calculations of percentage ownership) subject to a limitation on conversion or exercise analogous to shall be determined in accordance with Section 13(d) of the limitation contained hereinSecurities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes The provisions of this paragraph (e) of Section 11.11, shall be implemented in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected manner otherwise than in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing strict conformity with the SEC, as terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the case intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of the Note. The holders of common stock of the Borrower shall be third party beneficiaries of this paragraph and the Borrower may be, (2) not amend or waive this paragraph without the consent of holders of a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number majority of shares of Common Shares outstandingits common stock. For any reason at any time, upon the written or oral request of a Series D Preferred Shares the holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation Borrower shall within one (1) Trading Business Day confirm orally and in writing to such the holder the number of shares of Common Shares common stock then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Sharesby virtue of any prior conversion of convertible securities into common stock, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reportedincluding, without limitation, pursuant to this Note. Upon delivery of a By written notice to the CorporationBorrower, a Series D Preferred Shares any holder may from time to time increase or decrease the Maximum Percentage to any other percentage as not in excess of 9.99% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Corporation Borrower, and (ii) any such increase or decrease will apply only to such holder sending such notice and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationholder.

Limitations on Conversion. Except as set forth in this paragraph (eNotwithstanding SECTION 5(a) of Section 11.11or SECTION 5(c) but subject to SECTION 8, a Series D Preferred Shares holder the Company shall not have the right to convert effect any portion conversion of the Series D A Preferred Shares Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a) or (c), and such no holder of Series D A Preferred Shares shall not Stock will be automatically convertedpermitted to convert shares of Series A Preferred Stock into shares of Common Stock if, and to the extent that after giving effect to that, following such conversion, either (i) such holder 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, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties Beneficially Own (disregarding for purposes of Section 13(dthis purpose clause (ii) of the Exchange Act 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 personsconversion, 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 “Attribution PartiesBeneficially Own”)) would beneficially own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of then outstanding Common Shares outstanding immediately after giving effect to such conversionStock 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 Shares beneficially owned Stock Beneficially Owned by such person a holder and its Affiliates shall include the number of shares of Common Shares Stock issuable upon conversion of the Series D A Preferred Shares Stock with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude the number of shares of Common Shares Stock which would be issuable upon conversion or exercise of (ix) conversion of the remaining, unconverted portion of the Series D A Preferred Shares beneficially owned 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 person and holder or any of its Affiliates and (ii) exercise or conversion Affiliates. Upon the written request of the unexercised or unconverted portion of any other securities of holder, the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, Company shall within two (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one (1) Trading Day Business Days confirm orally and in writing to such any holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Conversion. Except as set forth 4.6.1 The Company shall not effect any conversion of the Debentures and no “beneficial holder” (for the purposes of this Section 4.6, such term shall have the meaning ascribed thereto in this paragraph (eSection 13(d) of Section 11.11, a Series D Preferred Shares holder the ▇▇▇▇ ▇▇▇) of Debentures shall not have the right to convert any the principal amount of its Debentures into Common Shares in excess of that portion of the Series D Preferred Shares and principal amount of such Series D Preferred Shares shall not be automatically convertedDebentures that, to the extent that after upon giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, cause the aggregate number of shares of Common Shares beneficially owned by such person beneficial holder and its Affiliates affiliates to exceed 4.99% of the total outstanding Common Shares following such conversion; provided that the beneficial holder may increase the 4.99% limitation threshold to 9.99%, by providing written notice of its desire to increase such threshold, which increase shall be effective 61 days after the receipt of notice by the Company. Thereafter, with respect to such beneficial holder, the reference to 4.99% in this section may be read as 9.99%. Any purported delivery of Common Shares upon conversion of Debentures shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting beneficial holder (including its affiliates) becoming the beneficial holder of more than 4.99% (or 9.99%, as the case may be) of the Common Shares outstanding at such time. 4.6.2 For the purposes of this section 4.6, the aggregate number of Common Shares beneficially owned by the beneficial holder and its affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares such beneficial holder’s Debentures, with respect to which the determination of such sentence contemplated in subsection 4.6.1 is being made, but shall exclude shares of the Common Shares which that would be issuable upon (i) the conversion of the remaining, unconverted portion unconverted, principal of the Series D Preferred Shares Debentures beneficially owned by such person the beneficial holder and its Affiliates affiliates and (ii) exercise the exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or unconverted unexchanged portion of any other securities of the Corporation Company (including any warrants, options or other convertible securities) beneficially owned by such person the beneficial holder and its Affiliates (includingaffiliates, without limitation, any convertible notes or convertible preferred stock or warrants) that are subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein. For Except as set forth in the preceding sentence, for the purposes of this paragraph (esection 4.6, beneficial ownership shall be calculated in accordance with Section 13(d) of Section 11.11the 1934 Act. For the purposes of this section 4.6, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares the beneficial holder may rely on the number of outstanding shares of Common Shares as reflected in (1i) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report quarterly report on Form 10-Q, Current Report or annual report on Form 810-K or other public filing with the SECK, as the case may be, (2ii) a more recent public announcement by the Corporation Company or (3iii) any other public notice by the Corporation Company or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares the Holder or beneficial holder, where the Company shall promptly, but in no event later than two (2) Business Days following the receipt of such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11request, the Corporation shall within one (1) Trading Day confirm orally and in writing to such the Holder or beneficial holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion conversion, exercise or exercise exchange of securities of the CorporationCompany, including the Series D Preferred SharesDebentures, by a Series D Preferred Shares the beneficial holder and its Affiliates affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon The Company shall promptly notify the Indenture Trustee in an Officer’s Certificate if any Debentures may not be converted because of the limitations set forth in this Section 4.6. 4.6.3 For the purpose of determining the maximum number of Common Shares that the Company may issue to the Holder or beneficial holder upon the conversion of a given Holder’s or beneficial holder’s Debentures on a particular Conversion Date, the Holder’s delivery of a written notice Conversion Notice with respect to such conversion shall constitute a representation (on which the Company and the Indenture Trustee may rely without investigation, and shall in no way be liable to the Corporation, a Series D Preferred Shares holder may from time to time increase Holders or decrease the Maximum Percentage to beneficial holders or any other percentage as specified Person in so relying) by the Holder and the Beneficial Holder that, upon the issuance of the Common Shares to be issued to it on such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarityconversion, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) the Beneficial Holder and its affiliates shall not exceed 4.99% (or Rule 16a-1(a)(19.99%, as the case may be) of the Exchange Act. No prior inability total outstanding Common Shares immediately after giving effect to convert Series D Preferred such conversion, as determined in accordance with subsection 4.6.2. 4.6.4 The limitations on the conversion of the Debentures set forth in this Section 4.6 shall not apply to the exercise by the Company of its Share Repayment Right (except as provided in Section 6.2.2), or to the issuance of Additional Shares pursuant to subsection 3.3.7. 4.6.5 Neither the Indenture Trustee nor the Company shall be obliged to recognize a beneficial holder as a Person entitled to rights under this paragraph (e) Section 4.6 unless the Conversion Notice concerning such beneficial holder’s Debentures is executed by the Participant through whom such beneficial holder holds its beneficial interest in such Debentures and is accompanied by a certificate of Section 11.11 such beneficial holder which contains the requisite representations and warranties and authorizes such Participant to deliver the same to the Company and the Indenture Trustee as appended to Schedule “B-1” hereto. The Indenture Trustee shall have be entitled to rely on any effect on document in writing provided by the applicability of the provisions of this paragraph (e) of Section 11.11 Depository which identifies such Participant as a Participant with respect to any subsequent determination the aggregate principal amount of whether Series D Preferred Shares may be converted. The provisions Debentures in respect of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationConversion Notice is given.

Limitations on Conversion. Except as set forth in The Company shall not effect any conversion of this paragraph (e) Note, and the Holder of Section 11.11, a Series D Preferred Shares holder this Note shall not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedthis Note pursuant to Section 3(a), to the extent that after giving effect to such conversion, such holder the Holder (together with such holderthe Holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.999.9% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such person the Holder and its Affiliates shall include the number of shares of Common Shares Stock issuable upon conversion of the Series D Preferred Shares this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (iA) conversion of the remaining, unconverted nonconverted portion of the Series D Preferred Shares this Note beneficially owned by such person and the Holder or any of its Affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation beneficially owned by such person and its Affiliates Company (including, without limitation, any convertible notes or convertible preferred stock Other Notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein 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 paragraph (e) of Section 11.113(c)(iii), in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Q or Form 8-K or other public filing with the SECK, as the case may be, (2y) a more recent public announcement by the Corporation Company or (3z) any other recent notice by the Corporation Company or the Corporation’s transfer agent Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11the Holder, the Corporation Company shall within one two (12) Trading Day Business Days confirm orally and in writing to such holder the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred Sharesthis Note, by a Series D Preferred Shares holder and the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. Upon delivery of a By written notice to the CorporationCompany, a Series D Preferred Shares holder the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as not in excess of 9.9% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation Company, and (ii) any such increase or decrease will apply only to such holder the Holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationNotes.

Limitations on Conversion. Except as Notwithstanding anything to the contrary set forth in this paragraph (e) Note, the Company shall not effect the conversion of Section 11.11this Note, a Series D Preferred Shares holder and Holder shall not have the right to convert this Note pursuant to the terms and conditions hereof and any portion of the Series D Preferred Shares such conversion shall be null and such Series D Preferred Shares shall not be automatically convertedvoid and treated as if never made, to the extent that after giving effect to such conversion, such holder (Holder, together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d(as defined below) of the Exchange Act (such personsto Holder, “Attribution Parties”)) collectively would beneficially own in excess of 19.999.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such person Holder and its Affiliates other Attribution Parties to Holder shall include the number of shares of Common Shares Stock held by Holder and all other Attribution Parties to Holder, plus the number of shares of Common Stock issuable upon conversion of the Series D Preferred Shares this Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (i) conversion of the remaining, unconverted non-converted portion of the Series D Preferred Shares this Note beneficially owned by such person and its Affiliates Holder or any other Attribution Parties to Holder and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation beneficially owned by such person and its Affiliates Company (including, without limitation, any 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 hereinin this Section 3(f). For purposes of this paragraph (eSection 3(f), beneficial ownership shall be calculated in accordance with Section 13(d) of Section 11.11, in the Exchange Act. For purposes of determining the number of outstanding shares of Common SharesStock Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, a Series D Preferred Shares holder Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1A) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (2B) a more recent public announcement by the Corporation Company, or (3C) any other written notice by the Corporation Company or the Corporation’s its transfer agent agent, if any, setting forth the number of shares of Common Shares outstandingStock outstanding (the “Reported Outstanding Share Number”). 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 a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Holder, the Corporation shall Company shall, within one (1) Trading Day business day, confirm orally and in writing or by electronic mail to such holder Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred Sharesany portion of this Note, by a Series D Preferred Shares holder Holder and its Affiliates 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 Shares was reported. Upon delivery Stock (as determined under Section 13(d) of a written notice the Exchange Act), the number of shares so issued by which Holder’s and the other Attribution Parties to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease 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 other percentage as specified in such notice; provided that (i) any such increase in vote or to transfer the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Excess Shares. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms hereof upon conversion of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares any portion of this Note pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be convertedconvertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (eSection 3(f) of Section 11.11 to the extent necessary to correct this paragraph (or any portion of this paragraph paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this paragraph (eSection 3(f) of Section 11.11 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 shall apply to each successor holder of this Note.

Limitations on Conversion. Except as set forth in this paragraph (ea) of Section 11.11Notwithstanding anything to the contrary contained herein, a Series D Preferred Shares holder the Company shall not have the right to convert effect any portion conversion of the Series D Preferred Shares a Note, and such Series D Preferred Shares each Purchaser shall not be automatically convertedentitled to be issued a number of Company Common Stock in connection with the conversion of a Note in excess of that number of shares of Company Common Stock which, to the extent that after upon giving effect or immediately prior to such conversion, would cause (i) the aggregate number of shares of Common Stock Beneficially Owned by such holder (together with such holder’s Affiliates, any other persons acting as a group together, Purchaser and its Affiliates and any other persons Persons whose beneficial ownership Beneficial Ownership of Common Shares Stock would be aggregated with such Purchaser for purposes of Section 13(d) of the holderExchange Act, to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such conversion, or (ii) the combined voting power of the securities of the Company Beneficially Owned by such Purchaser and its Affiliates and any other Persons whose Beneficial Ownership of Common Stock would be aggregated with such Purchaser’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of to exceed 19.99% (the “Maximum Percentage”) of the shares combined voting power of Common Shares outstanding immediately after giving effect to such conversion. For purposes all of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares 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 Company then outstanding following such person and its Affiliates conversion. (including, without limitation, any convertible notes or convertible preferred stock or warrantsb) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.114.11, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Purchaser may rely on the number of outstanding shares of Common Shares Stock as reflected in (1i) the CorporationCompany’s most recent Annual Report on Form 10-Q or Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation Company or (3iii) any other notice by the Corporation Company or the Corporation’s its transfer agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Purchaser, the Corporation Company shall within one (1) three Trading Day Days confirm orally and in writing or by electronic mail to such holder Purchaser the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesNotes, by a Series D Preferred Shares holder and its Affiliates Purchaser since the date as of which such number of outstanding shares of Common Shares Stock was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that . (ic) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of claritythis Section 4.11, the aggregate number of shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned Stock or voting securities Beneficially Owned by a Series D Preferred Shares holder for Purchaser and its Affiliates and any purpose including other Persons whose Beneficial Ownership of Common Stock would be aggregated with such Purchaser’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the conversion of the Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable upon (i) conversion of the remaining unconverted and non-cancelled portion of the Note by such Purchaser and (ii) exercise or Rule 16a-1(a)(1conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including 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, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is Beneficially Owned by such Purchaser or any of its Affiliates and other Persons whose Beneficial Ownership of Common Stock would be aggregated with such Purchaser’s for purposes of Section 13(d) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Conversion. Except as (a) Notwithstanding anything to the contrary set forth in Section 4.1 of this paragraph (e) Note, at no time may the Maker issue to Holder shares of Section 11.11, Common Stock or the Holder convert all or a Series D Preferred Shares holder shall not have the right to convert any portion of this Note into shares of Common Stock if the Series D Preferred Shares and such Series D Preferred Shares shall not number of shares of Common Stock to be automatically converted, to the extent that after giving effect issued pursuant to such conversionissuance or conversion would exceed, such holder (together when aggregated with such holder’s Affiliates, any all other persons acting as a group together, and any other persons whose beneficial ownership shares of Common Shares would be aggregated Stock owned by the Holder at such time and all shares of Common Stock that the Holder is then the beneficial owner of (as determined in accordance with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act and the rules thereunder), the number of shares of Common Stock that would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.999% of all of the Common Stock outstanding at such personstime; provided, however, that upon the Holder providing the Maker with sixty-one (61) days notice (pursuant to Section 6.2 hereof) (the “Attribution Parties4.999% Waiver Notice”) that the Holder would like to waive this Section 4.4(a) with regard to any or all shares of Common Stock issuable in respect of this Note, this Section 4.4(a) will be of no force or effect with regard to all or a portion of the Note referenced in the 4.999% Waiver Notice. (b) Notwithstanding anything to the contrary set forth in Section 4.1 of this Note, at no time may the Maker issue to Holder shares of Common Stock or the Holder convert all or a portion of this Note into shares of Common Stock if the number of shares of Common Stock to be issued pursuant to such issuance or conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time and all shares of Common Stock that the Holder is then the beneficial holder of (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder), would result in the Holder beneficially owning (as determined in accordance with Section 13(d) would beneficially own of the Exchange Act and the rules thereunder) in excess of 19.999.999% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with with sixty-one (61) days notice (pursuant to Section 6.2 hereof) (the “Maximum Percentage”9.999% Waiver Notice”)that the Holder would like to waive this Section 4.4(b) of the with regard to any or all shares of Common Shares outstanding immediately after giving Stock issuable in respect of this Note, this Section 4.4(b) will be of no force or effect with regard to such conversion. For purposes all or a portion of the foregoing sentenceNote referenced in the 9.999% Waiver Notice. (c) Notwithstanding anything to the contrary set forth in this Note, the Maker shall not be obligated to issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion of the Other Notes or exercise of the Warrants or otherwise pursuant to the terms of the Notes, or the Warrants) would exceed the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to Stock which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable Maker may issue upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares 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, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, ) of the Warrants and the Notes or otherwise pursuant to the respective terms thereof without breaching the Maker’s obligations under the rules or regulations of the Trading Market (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares which may be issued without violating such rules and regulations referred to herein as the “Exchange Cap”), except that such limitation shall not apply in the event that the Maker (A) obtains the approval of Common Shares outstanding. For any reason at any time, upon its stockholders as required by the written or oral request applicable rules of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one (1) Trading Day confirm orally and in writing to such holder the number Market for issuances of shares of Common Shares then outstandingStock in excess of such amount or (B) obtains a written opinion from outside counsel to the Maker that such approval is not required, which opinion shall be reasonably satisfactory to the Holder, provided that the Maker shall promptly, and in any event within four (4) months from the date of the Conversion Notice, obtain either (A) or (B). In any casethe event that on the date four (4) months from the date of the Conversion Notice (the “Exchange Cap Deadline”), the number of outstanding Maker is prohibited from issuing any shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares Stock pursuant to this paragraph Section 4.4(c) (e) of Section 11.11 the “Exchange Cap Shares”), the Maker shall have any effect on pay to the applicability of Holder, as partial liquidated damages and not as a penalty, the dollar amount due in accordance with the provisions of this paragraph (eSection 4.3(c) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred commencing on the Exchange Cap Deadline until the date the Exchange Cap Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationare delivered pursuant hereto.

Limitations on Conversion. Except as set forth in this paragraph The Company will not effect any conversion of the Securities (e) including any Mandatory Conversion pursuant to Section 6.10), and Holders of Section 11.11, a Series D Preferred Shares holder shall the Securities will not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedSecurities pursuant to this Article 6, to the extent that that, after giving effect to such conversion, such holder a Holder (together with such holderHolder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.999.9% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of determining the foregoing sentenceMaximum Percentage, the aggregate number of shares of Common Shares Stock beneficially owned by such person a Holder and its Affiliates shall will include the number of shares of Common Shares Stock issuable upon conversion of the Series D Preferred Shares Securities with respect to which the such determination of such sentence is being made, but shall will exclude the number of shares of Common Shares Stock which would be issuable upon (i1) conversion of the remaining, unconverted portion of the Series D Preferred Shares Securities beneficially owned by such person and Holder or any of its Affiliates and (ii2) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or unconverted unexchanged portion of any other securities of the Corporation beneficially owned by such person and its Affiliates Company (including, without limitation, any convertible notes or convertible preferred stock or warrants2017 Notes) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained hereinin this Section 6.17 beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.17, beneficial ownership will be calculated in accordance with Rules 13d-3 and 13d-5 under the Exchange Act. For purposes of this paragraph (e) of Section 11.116.17, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K document or other public filing with the SECreport, as the case may be, filed by the Company with the Commission, (2y) a more recent public announcement by the Corporation Company or (3z) any other recent notice by the Corporation or the Corporation’s transfer agent Company, in each case setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Holder, the Corporation shall Company will within one (1) Trading Day two Business Days confirm orally and in writing to such holder Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares shall Stock will be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesSecurities, by a Series D Preferred Shares holder and Holder or its Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reportedreported or announced. Upon delivery 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 a written notice the Securities of any Holder due to the Corporationlimitations described in this Section 6.17, a Series D Preferred Shares holder may from then the Company will have the right at any time to time increase or decrease redeem the Maximum Percentage Securities held by such Holder that the Company is not permitted to any other percentage as specified in 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 notice; provided that (i) any Securities from such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarityHolder, the shares of Common Shares issuable redemption shall be made in accordance with and pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect Article 7. In addition, the Holder will retain its right to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 voluntarily convert such Holder’s Securities, subject to the 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 limitations set forth in this paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation6.17.

Limitations on Conversion. Except as set forth Notwithstanding anything to the contrary in this paragraph Agreement or the Company’s amended and restated memorandum and articles of association, the Company shall not effect the conversion of any Securities into shares of Class A ordinary shares, $0.0001 par value per share, of the Company (e) of Section 11.11the “Class A Shares”), a Series D Preferred Shares holder and the Subscriber shall not have the right to convert any portion such Securities pursuant to the terms and conditions of this Agreement or the Series D Preferred Shares Company’s amended and restated memorandum and articles of association and any such Series D Preferred Shares conversion shall not be automatically convertednull and void and treated as if never made, to the extent that that, after giving effect to such conversion, such holder (the Subscriber together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) collectively would beneficially own in excess of 19.999.9% (the “Maximum Percentage”) of the shares of Common Class A Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Class A Shares beneficially owned by such person the Subscriber and its Affiliates the other Attribution Parties shall include the number of shares Class A Shares held by the Subscriber and all other Attribution Parties plus the number of Common Class A Shares issuable upon conversion of the Series D Preferred Shares Securities with respect to which the determination of such sentence is being made, but shall exclude shares of Common Class A Shares which would be issuable upon (iA) conversion of the remaining, unconverted portion of the Series D Preferred Shares non-converted Securities beneficially owned by such person and its Affiliates the Subscriber or any of the other Attribution Parties and (iiB) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation beneficially owned by such person and its Affiliates Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Subscriber or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained hereinin this Section 1.2. For purposes of this paragraph (eSection 1.2, beneficial ownership shall be calculated in accordance with Section 13(d) of Section 11.11the Securities Exchange Act of 1934, in as amended (the “Exchange Act”). For purposes of determining the number of outstanding shares Class A Shares that the Subscriber may acquire upon the conversion of Common Sharesthe Securities without exceeding the Maximum Percentage, a Series D Preferred Shares holder the Subscriber may rely on the number of outstanding shares of Common Class A Shares as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (2y) a more recent public announcement by the Corporation Company or (3z) any other written notice by the Corporation Company or the Corporation’s transfer agent of the Company, if any, setting forth the number of shares Class A Shares issued and outstanding (the “Reported Outstanding Share Number”). If the Company receives a request for conversion of Common the Securities from the Subscriber (a “Request”) at a time when the actual number of issued and outstanding Class A Shares outstandingis less than the Reported Outstanding Share Number, the Company shall notify the Subscriber in writing of the number of Class A Shares then outstanding and, to the extent that such Request would otherwise cause the Subscriber’s beneficial ownership, as determined pursuant to this Section 1.2, to exceed the Maximum Percentage, the Subscriber must notify the Company of a reduced number of Class A Shares to be delivered pursuant to such Request. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11the Subscriber, the Corporation Company shall within one (1) Trading Day business day confirm orally and in writing or by electronic mail to such holder the Subscriber the number of shares of Common Class A Shares then outstanding. In any case, the number of outstanding shares of Common Class A Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including Company by the Series D Preferred Shares, by a Series D Preferred Shares holder Subscriber and its Affiliates 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 Class A Shares to the Subscriber upon conversion of the Securities results in the Subscriber and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Class A Shares (as determined under Section 13(d) of the Exchange Act), the number of shares of Common Shares was reportedso issued by which the Subscriber’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Subscriber shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the CorporationCompany, a Series D Preferred Shares holder the Subscriber may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of the Subscriber to any other percentage not in excess of 9.9% as specified in such notice; provided provided, however, that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred SharesCompany. For purposes of clarity, the shares of Common Class A Shares issuable pursuant to the terms hereof Subscriber upon conversion of the Securities in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder the Subscriber for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability For the purposes of this Agreement, “Attribution Parties” shall mean, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to convert Series D Preferred Shares pursuant time after the issue date of the Securities, directly or indirectly managed or advised by the Subscriber’s investment manager or any of its affiliates or principals; (ii) any direct or indirect affiliates of the Subscriber or any of the foregoing; (iii) any Person acting or who could be deemed to this paragraph be acting as a “group” (eas such term is used Section 13(d) of Section 11.11 shall have the Exchange Act and as defined in Rule 13d-5 thereunder) together with the Subscriber or any effect on the applicability of the provisions foregoing; and (iv) any other persons whose beneficial ownership of this paragraph (ethe Class A Shares would or could be aggregated with the Subscriber’s and the other Attribution Parties for purposes of Section 13(d) of Section 11.11 with respect the Exchange Act. For clarity, the purpose of the foregoing is to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed subject collectively the Subscriber and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 all other Attribution Parties to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationMaximum Percentage.

Limitations on Conversion. Except as set forth in this paragraph The Company will not effect any conversion of the Securities (e) including any Mandatory Conversion pursuant to Section 6.09), and Holders of Section 11.11, a Series D Preferred Shares holder shall the Securities will not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedSecurities, to the extent that after giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) that portion of the shares Securities on conversion of Common Shares outstanding immediately after giving effect to such conversion. For purposes which the sum of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include (1) the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude Stock beneficially owned by a Holder and its Affiliates (other than shares of Common Shares Stock which would may be issuable upon (i) conversion deemed beneficially owned through the ownership of the remaining, unconverted portion of the Series D Preferred Shares beneficially owned by such person and its Affiliates and (ii) exercise Securities or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by such person and Holder or its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on exercise or conversion or exercise analogous to the limitation contained hereinlimitations described in this Section 6.16) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Securities with respect to which the determination set forth in this sentence is being made (including any shares related to the settlement of the Coupon Make Whole Payment in connection therewith), would result in beneficial ownership by such Holder and its Affiliates of any amount greater than 9.9% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. Except as set forth in the preceding sentence, for purposes of this Section 6.16, beneficial ownership will be calculated in accordance with Section 13(d) and the rules and regulations promulgated thereunder under the Exchange Act. For purposes of this paragraph (e) of Section 11.116.16, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Holder may rely on the number of issued and outstanding shares of Common Shares Stock as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K document or other public filing with the SECreport, as the case may be, filed by the Company with the Commission, (2y) a more recent public announcement by the Corporation Company or (3z) any other recent notice by the Corporation or the Corporation’s transfer agent Company, in each case setting forth the number of shares of Common Shares Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Holder, the Corporation shall Company will within one (1) Trading Day two Business Days confirm orally and in writing to such holder Holder the number of shares of Common Shares Stock then issued and outstanding. In any case, the number of issued and outstanding shares of Common Shares shall Stock will be determined for this purpose after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesSecurities, by a Series D Preferred Shares holder the applicable Holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported, announced or confirmed. Upon Any purported delivery of a written notice shares of Common Stock upon exercise of the conversion right on the Securities will be void and have no effect to the Corporation, extent (but only to the extent) that such delivery would result in a Series D Preferred Shares holder may from time to time increase or decrease Holder (including its Affiliates) becoming the beneficial owner of more than the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable Stock outstanding at such time. Notwithstanding anything to the contrary in this Section 6.16, no Holder will be entitled, with or without the Company’s consent, to waive the restrictions set forth in this Section 6.16. 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 limitations 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[; provided, however, that the Company may only redeem the Securities after the 2015 Notes are no longer outstanding]31. If the Company elects to redeem such Securities from such Holder, the redemption shall be made in accordance with and pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect Article 7. In addition, the Holder will retain its right to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 voluntarily convert such Holder’s Securities, subject to the 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 limitations set forth in this paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation6.16.

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11Notwithstanding anything to the contrary contained herein, a Series D Preferred Shares holder the Company shall not have the right to convert effect any portion conversion of the Series D Preferred Shares a Note, and such Series D Preferred Shares each Purchaser shall not be automatically convertedentitled to be issued a number of Company Common Stock in connection with the conversion of a Note in excess of that number of shares of Company Common Stock which, to the extent that after upon giving effect or immediately prior to such conversion, would cause (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with such holder’s Affiliates, any other persons acting as a group together, Purchaser and its Affiliates and any other persons Persons whose beneficial ownership of Common Shares Stock would be aggregated with such Purchaser for purposes of Section 13(d) of the holderExchange Act, to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such conversion, or (ii) the combined voting power of the securities of the Company beneficially owned by such Purchaser and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Purchaser’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of to exceed 19.99% (the “Maximum Percentage”) of the shares combined voting power of Common Shares all of the securities of the Company then outstanding immediately after giving effect to following such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares 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, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.114.11, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Purchaser may rely on the number of outstanding shares of Common Shares Stock as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-Q or Form 10-K, Proxy Statement, Quarterly Report on 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, (2y) a more recent public announcement by the Corporation Company or (3z) any other notice by the Corporation Company or the Corporation’s its transfer agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Purchaser, the Corporation Company shall within one three (13) Trading Day Days confirm orally and in writing or by electronic mail to such holder Purchaser the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesNotes, by a Series D Preferred Shares holder and its Affiliates Purchaser since the date as of which such number of outstanding shares of Common Shares Stock was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of claritythis Section 4.11, the aggregate number of shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be Stock or voting securities beneficially owned by a Series D Preferred Shares holder for Purchaser and its Affiliates and any purpose including other Persons whose beneficial ownership of Common Stock would be aggregated with such Purchaser’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the conversion of the Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) conversion of the remaining unconverted and non-cancelled portion of the Note by such Purchaser and (y) exercise or Rule 16a-1(a)(1conversion 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 would entitle the holder thereof to acquire at any time 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, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such Purchaser or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with such Purchaser’s for purposes of Section 13(d) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Conversion. Except as set forth in this paragraph (eNotwithstanding SECTION 5(a) of Section 11.11or SECTION 5(c) but subject to SECTION 7, a Series D Preferred Shares holder the Corporation shall not have effect any conversion of the right Convertible Preference Shares or otherwise issue Class A Shares pursuant to SECTION 5(a) or SECTION 5(c), and no holder of Convertible Preference Shares will be permitted to convert any portion of the Series D Preferred Convertible Preference Shares into Class A Shares if, and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to that, following such conversion, such holder either (together with i) such holder’s Affiliates, any other persons acting as aggregate voting power on a group together, and any other persons whose beneficial ownership matter being voted on by holders of Common Class A Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) exceed 19.9% of the Exchange Act Maximum Voting Power (as defined below) or (ii) such personsholder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, “Attribution Parties”)however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) would beneficially own a public sale of the Class A Shares to be issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of Common then outstanding Class A Shares outstanding immediately after giving effect to such conversionor (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the aggregate number of shares of Common Class A Shares beneficially owned Beneficially Owned by such person and its Affiliates a holder shall include the number of shares of Common Class A Shares issuable upon conversion of the Series D Preferred Convertible Preference Shares with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude shares the number of Common Class A Shares which would be issuable upon (i) conversion or exercise of the remaining, unconverted portion of the Series D Preferred Convertible Preference Shares beneficially owned and any Alternative Preference Shares Beneficially Owned by such person and its Affiliates and (ii) exercise or conversion holder. Upon the written request of the unexercised or unconverted portion of any other securities of the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one two (12) Trading Day Business Days confirm orally and in writing (which may be by email) to such any holder the number of shares of Common Class A Shares and Class B Shares then outstanding. In connection with any caseconversion and as a condition to the Corporation effecting such conversion, upon request of the number Corporation, a holder of outstanding shares of Common Convertible Preference Shares shall be determined 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 the conversion or exercise of securities of the Corporationsuch conversion, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in 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 Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and Voting Power or (ii) any such increase or decrease will apply only to such holder and will not to any other holder Beneficially Own more than 19.9% of Series D Preferred the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess determination of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes Voting Power, the total number of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the extent necessary to correct this paragraph or any portion of this paragraph votes which may be defective or inconsistent with cast by all shares of the intended beneficial ownership limitation contained in this paragraph (e) Corporation’s capital on a matter subject to the vote of Section 11.11 or to make changes or supplements necessary or desirable to properly give the Common Shares and any other securities that constitute Voting Stock voting together as a single class and after giving effect to such limitationany limitation on voting power set forth herein and the articles of amendment or other similar document governing other Voting Stock.

Limitations on Conversion. Except as set forth 4.6.1 The Company shall not effect any conversion of the Debentures and no Holder or “beneficial holder” (for the purposes of this Section 4.6, such term shall have the meaning ascribed thereto in this paragraph (eSection 13(d) of Section 11.11, a Series D Preferred Shares holder the ▇▇▇▇ ▇▇▇) of Debentures shall not have the right to convert any the principal amount of its Debentures into Common Shares in excess of that portion of the Series D Preferred Shares and principal amount of such Series D Preferred Shares shall not be automatically convertedDebentures that, to the extent that after upon giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, cause the aggregate number of shares of Common Shares beneficially owned by such person Holder or beneficial holder and its Affiliates affiliates to exceed 4.99% of the total outstanding Common Shares following such conversion; provided that the Holder or beneficial holder may increase the 4.99% limitation threshold to 9.99%, by providing written notice of its desire to increase such threshold, which increase shall be effective 61 days after the receipt of notice by the Company. Thereafter, with respect to such Holder or beneficial holder, the reference to 4.99% in this section may be read as 9.99%. 4.6.2 For the purposes of this section 4.6, the aggregate number of Common Shares beneficially owned by the Holder or beneficial holder and its affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares such Holder’s or beneficial holder’s Debentures, with respect to which the determination of such sentence contemplated in subsection 4.6.1 is being made, but shall exclude shares of the Common Shares which that would be issuable upon (i) the conversion of the remaining, unconverted portion unconverted, principal of the Series D Preferred Shares Debentures beneficially owned by such person the Holder or beneficial holder and its Affiliates affiliates and (ii) exercise the exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or unconverted unexchanged portion of any other securities of the Corporation Company (including any warrants, options or other convertible securities) beneficially owned by such person the Holder or beneficial holder and its Affiliates (includingaffiliates, without limitation, any convertible notes or convertible preferred stock or warrants) that are subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained herein. For Except as set forth in the preceding sentence, for the purposes of this paragraph (esection 4.6, beneficial ownership shall be calculated in accordance with Section 13(d) of Section 11.11the 1934 Act. For the purposes of this section 4.6, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares the Holder or beneficial holder may rely on the number of outstanding shares of Common Shares as reflected in (1i) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report quarterly report on Form 10-Q, Current Report or annual report on Form 810-K or other public filing with the SECK, as the case may be, (2ii) a more recent public announcement by the Corporation Company or (3iii) any other notice by the Corporation Company or the Corporation’s transfer agent Transfer Agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares the Holder or beneficial holder, where the Company shall promptly, but in no event later than two (2) Business Days following the receipt of such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11request, the Corporation shall within one (1) Trading Day confirm orally and in writing to such the Holder or beneficial holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion conversion, exercise or exercise exchange of securities of the CorporationCompany, including the Series D Preferred SharesDebentures, by a Series D Preferred Shares the Holder or beneficial holder and its Affiliates affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery . 4.6.3 For the purpose of a written notice to determining the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares maximum number of Common Shares issuable that the Company may issue to the Holder or beneficial holder upon the conversion of a given Holder’s or beneficial holder’s Debentures on a particular Conversion Date, the Holder’s delivery of a 4.6.4 The limitations on the conversion of the Debentures set forth in this Section 4.6 shall not apply to the exercise by the Company of its Share Repayment Right, or to the issuance of Additional Shares pursuant to the terms hereof in excess of the Maximum Percentage subsection 3.3.7. 4.6.5 The Indenture Trustee shall not be deemed obliged to be beneficially owned recognize a beneficial holder as a Person entitled to rights under this Section 4.6 unless the Conversion Notice concerning such beneficial holder’s Debentures is executed by the Participant through whom such beneficial holder holds its beneficial interest in such Debentures and is accompanied by a Series D Preferred Shares certificate of such beneficial holder for which contains the requisite representations and warranties and authorizes such Participant to deliver the same to the Company and the Indenture Trustee as appended to Schedule “B-1” hereto. The Indenture Trustee shall be entitled to rely on any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of document in writing provided by the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 Depository which identifies such Participant as a Participant with respect to any subsequent determination the aggregate principal amount of whether Series D Preferred Shares may be converted. The provisions Debentures in respect of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationConversion Notice is given.

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11Notwithstanding SECTION 5(a), a Series D Preferred Shares holder the Company shall not have the right to convert effect any portion conversion of the Series D C Preferred Shares Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a) hereof, and such no holder of Series D C Preferred Shares shall not Stock will be automatically converted, permitted to convert shares of Series C Preferred Stock into shares of Common Stock to the extent that after giving effect to the holder exercising such conversion, such holder conversion right (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversionconversion and after giving effect to any limitation on voting power set forth in this Certificate of Designation or the Certificate of Designation of the Series B Preferred Stock) Beneficially Own outstanding shares of Preferred Stock and Common Stock and any other securities that constitute Voting Stock (as defined in the Stockholders’ Agreement) representing in the aggregate more than the Maximum Voting Percentage of the Maximum Voting Power of the Company. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned Stock Beneficially Owned by such person a holder and its Affiliates shall include the number of shares of Common Shares Stock issuable upon conversion of the Series D C Preferred Shares Stock with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D C Preferred Shares beneficially owned Stock or the Series B Preferred Stock Beneficially Owned by such person and holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of shall also exclude any other securities of the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares Stock which would be issuable upon exercise of any warrants Beneficially Owned by such holder may rely on the number or any of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstandingits Affiliates. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares the holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation Company shall within one (1) Trading Business Day confirm orally and in writing to such any holder the number of shares of Common Shares then Stock then-outstanding. In Under no circumstance will any case, the number of outstanding holder be entitled to receive cash for any shares of Common Shares shall be determined after giving effect Series C Preferred Stock not convertible solely as a result of the limitations set forth in this SECTION 5(b). Anything in this SECTION 5(b) to the conversion or exercise of securities of the Corporationcontrary notwithstanding, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant but subject to the terms hereof in excess and conditions of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of Stockholder’s Agreement, the provisions of this paragraph (eSECTION 5(b) of Section 11.11 with respect will not apply to any subsequent determination conversion of whether the Series D C Preferred Shares may be converted. The provisions Stock in connection with a substantially concurrent sale of this paragraph shall be construed and implemented in the Common Stock issuable upon conversion to a manner otherwise than in strict conformity with person who is not an Affiliate of the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationconverting holder.

Limitations on Conversion. Except as set forth in this paragraph The Company will not effect any conversion of the Securities (e) including any Mandatory Conversion pursuant to Section 6.09), and Holders of Section 11.11, a Series D Preferred Shares holder shall the Securities will not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedSecurities pursuant to this Article 6, to the extent that that, after giving effect to such conversion, such holder a Holder (together with such holderHolder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.999.9% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of determining the foregoing sentenceMaximum Percentage, the aggregate number of shares of Common Shares Stock beneficially owned by such person a Holder and its Affiliates shall will include the number of shares of Common Shares Stock issuable upon conversion of the Series D Preferred Shares Securities with respect to which the such determination of such sentence is being made, but shall will exclude the number of shares of Common Shares Stock which would be issuable upon (i1) conversion of the remaining, unconverted portion of the Series D Preferred Shares Securities beneficially owned by such person and Holder or any of its Affiliates and (ii2) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or unconverted unexchanged portion of any other securities of the Corporation beneficially owned by such person and its Affiliates Company (including, without limitation, any convertible notes or convertible preferred stock or warrants2020 Notes) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained hereinin this Section 6.16 beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6.16, beneficial ownership will be calculated in accordance with Rule 13d-3 and 13d-5 under the Exchange Act. For purposes of this paragraph (e) of Section 11.116.16, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K document or other public filing with the SECreport, as the case may be, filed by the Company with the Commission, (2y) a more recent public announcement by the Corporation Company or (3z) any other recent notice by the Corporation or the Corporation’s transfer agent Company, in each case setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Holder, the Corporation shall Company will within one (1) Trading Day two Business Days confirm orally and in writing to such holder Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares shall Stock will be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesSecurities, by a Series D Preferred Shares holder and Holder or its Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reportedreported or announced. Upon delivery 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 a written notice the Securities of any Holder due to the Corporationlimitations described in this Section 6.16, a Series D Preferred Shares holder may from then the Company will have the right at any time to time increase or decrease redeem the Maximum Percentage Securities held by such Holder that the Company is not permitted to any other percentage as specified in convert. If the Company elects to redeem such notice; provided that (i) any Securities from such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarityHolder, the shares of Common Shares issuable redemption shall be made in accordance with and pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect Article 7. In addition, the Holder will retain its right to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 voluntarily convert such ▇▇▇▇▇▇’s Securities, subject to the 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 limitations set forth in this paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation6.16.

Limitations on Conversion. Except as set forth in this paragraph (eNotwithstanding SECTION 6(a) of Section 11.11or SECTION 6(c) but subject to SECTION 8, a Series D Preferred Shares holder the Corporation shall not have the right to convert effect any portion conversion of the Series D 8 Convertible Preferred Shares or otherwise issue Class A Shares pursuant to SECTION 6(a) or SECTION 6(c), and such no holder of Series D 8 Convertible Preferred Shares shall not will be automatically convertedpermitted to convert Series 8 Convertible Preferred Shares into Class A Shares if, and to the extent that after giving effect to that, following such conversion, such holder either (together with i) such holder’s Affiliates, any other persons acting as aggregate voting power on a group together, and any other persons whose beneficial ownership matter being voted on by holders of Common Class A Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) exceed 19.9% of the Exchange Act Maximum Voting Power (as defined below) or (ii) such personsholder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, “Attribution Parties”)however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) would beneficially own a public sale of the Class A Shares to be issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of Common then outstanding Class A Shares outstanding immediately after giving effect to such conversionor (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the aggregate number of shares of Common Class A Shares beneficially owned Beneficially Owned by such person and its Affiliates a holder shall include the number of shares of Common Class A Shares issuable upon conversion of the Series D 8 Convertible Preferred Shares with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude shares the number of Common Class A Shares which would be issuable upon (i) conversion or exercise of the remaining, unconverted portion of the Series D 8 Convertible Preferred Shares beneficially owned and any Series 9 Alternative Preference Shares Beneficially Owned by such person and its Affiliates and (ii) exercise or conversion holder. Upon the written request of the unexercised or unconverted portion of any other securities of the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one two (12) Trading Day Business Days confirm orally and in writing (which may be by email) to such any holder the number of shares of Common Class A Shares, Class B Shares and Class C Shares then outstanding. In connection with any caseconversion and as a condition to the Corporation effecting such conversion, upon request of the number Corporation, a holder of outstanding shares of Common Series 8 Convertible Preferred Shares shall be determined 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 the conversion or exercise of securities of the Corporationsuch conversion, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in 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 Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and Voting Power or (ii) any such increase or decrease will apply only to such holder and will not to any other holder Beneficially Own more than 19.9% of Series D Preferred the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess determination of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes Voting Power, the total number of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the extent necessary to correct this paragraph or any portion of this paragraph votes which may be defective or inconsistent with cast by all shares of the intended beneficial ownership limitation contained in this paragraph (e) Corporation’s capital on a matter subject to the vote of Section 11.11 or to make changes or supplements necessary or desirable to properly give the Common Shares and any other securities that constitute Voting Stock voting together as a single class and after giving effect to such limitationany limitation on voting power set forth herein and the certificate of incorporation or other similar document governing other Voting Stock.

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11Notwithstanding SECTION 5(a), a Series D Preferred Shares holder the Corporation shall not have effect any conversion of the right Convertible Preference Shares or otherwise issue Class A Shares pursuant to SECTION 5(a), and no holder of Convertible Preference Shares will be permitted to convert any portion of the Series D Preferred Convertible Preference Shares into Class A Shares if, and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to that, following such conversion, such holder either (together with i) such holder’s Affiliates, any other persons acting as aggregate voting power on a group together, and any other persons whose beneficial ownership matter being voted on by holders of Common Class A Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) exceed 19.9% of the Exchange Act Maximum Voting Power (as defined below) or (ii) such personsholder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, “Attribution Parties”)however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) would beneficially own a public sale of the Class A Shares to be issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of Common then outstanding Class A Shares outstanding immediately after giving effect to such conversionor (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the aggregate number of shares of Common Class A Shares beneficially owned Beneficially Owned by such person and its Affiliates a holder shall include the number of shares of Common Class A Shares issuable upon conversion of the Series D Preferred Convertible Preference Shares with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude shares the number of Common Class A Shares which would be issuable upon (i) conversion or exercise of the remaining, unconverted portion of the Series D Preferred Convertible Preference Shares beneficially owned Beneficially Owned by such person and its Affiliates and (ii) exercise or conversion holder. Upon the written request of the unexercised or unconverted portion of any other securities of the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one two (12) Trading Day Business Days confirm orally and in writing (which may be by email) to such any holder the number of shares of Common Class A Shares and Class B Shares then outstanding. In connection with any caseconversion and as a condition to the Corporation effecting such conversion, upon request of the number Corporation, a holder of outstanding shares of Common Convertible Preference Shares shall be determined 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 the conversion or exercise of securities of the Corporationsuch conversion, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in 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 Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and Voting Power or (ii) any such increase or decrease will apply only to such holder and will not to any other holder Beneficially Own more than 19.9% of Series D Preferred the then outstanding Common Shares. For purposes hereof, “Maximum Voting Power” means, at the time of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess determination of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes Voting Power, the total number of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the extent necessary to correct this paragraph or any portion of this paragraph votes which may be defective or inconsistent with cast by all shares of the intended beneficial ownership limitation contained in this paragraph (e) Corporation’s capital on a matter subject to the vote of Section 11.11 or to make changes or supplements necessary or desirable to properly give the Common Shares and any other securities that constitute Voting Stock voting together as a single class and after giving effect to such limitationany limitation on voting power set forth herein and the articles of amendment or other similar document governing other Voting Stock.

Limitations on Conversion. Except as set forth in this paragraph (ea) of Section 11.11Notwithstanding anything to the contrary contained herein, a Series D Preferred Shares holder shall not have the right to convert at any portion time that any of the Series D Preferred Shares and such Series D Preferred Shares Company’s equity securities are registered under Section 12 of the Exchange Act, the number of shares of Common Stock that may be acquired by the Holder upon any conversion of a Security (or otherwise in respect of a Security) shall not be automatically converted, limited to the extent that after giving effect necessary to ensure that, following such conversionconversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such holder (together with such holder’s Affiliates, any other persons acting as a group together, Holder and its Affiliates and any other persons Persons whose beneficial ownership of Common Shares Stock would be aggregated with the holderHolder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such personsAct, “Attribution Parties”)) would beneficially own in excess of 19.99does not exceed 4.999% (the “5% Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate total number of shares of Common Shares beneficially owned by such person issued and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares 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, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on Stock (including for such purpose the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K Stock issuable upon such conversion or other public filing issuance). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the SECExchange Act and the rules and regulations promulgated thereunder. The Company shall, as the case may be, (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number instead of issuing shares of Common Shares outstanding. For any reason at any Stock in excess of the 5% Maximum Percentage, suspend its obligation to issue shares in excess of the foregoing limitation until such time, upon the written or oral request of a Series D Preferred Shares holderif any, where as such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one (1) Trading Day confirm orally and in writing to such holder the number of shares of Common Shares then outstandingStock may be issued in compliance with such limitation. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred SharesAdditionally, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the CorporationCompany and the Trustee, a Series D Preferred Shares holder Holder may from time to time waive the provisions of this Section 10.2(a) or increase or decrease the 5% Maximum Percentage to any other percentage as specified in such notice; provided provided, that (i) any such waiver or increase in the Maximum Percentage or decrease will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Corporation Company and the Trustee, and (ii) any such waiver or increase or decrease will apply only to such holder Holder and not to any other holder Holder of Series D Preferred Shares. For purposes Securities. (b) Notwithstanding anything to the contrary contained herein and regardless of claritywhether the restrictions contained in Section 10.2(a) are waived as provided therein, the number of shares of Common Shares issuable pursuant Stock that may be acquired by a Holder upon any conversion of Securities (or otherwise in respect of a Security) shall be limited to the terms hereof in excess extent necessary to ensure that, following such conversion (or other issuance), the total number of the Maximum Percentage shall not be deemed to be shares of Common Stock then beneficially owned by a Series D Preferred Shares holder for such Holder and its Affiliates and any purpose including other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1of the Exchange Act, does not exceed 9.999% (the “10% Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) The Company shall, instead of Section 11.11 shall have any effect on the applicability issuing shares of Common Stock in excess of the provisions 10% Maximum Percentage, suspend its obligation to issue shares in excess of this paragraph (e) the foregoing limitation until such time, if any, as such shares of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares Common Stock may be convertedissued in compliance with such limitation. The provisions of this paragraph shall Section 10.2(b) may not be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationwaived.

Limitations on Conversion. Except as set forth Notwithstanding anything in Section 3 to the contrary, the Issuer will not effect any conversion of this paragraph (e) of Section 11.11, a Series D Preferred Shares holder shall Note and the Holder will not have the right to convert any Principal in excess of that portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedPrincipal that, to the extent that after upon giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, would cause the aggregate number of Shares beneficially owned by the Holder and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) its Affiliates to exceed 9.99% of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common total outstanding Shares outstanding immediately after giving effect to following such conversion. For purposes of the foregoing sentenceproviso, the aggregate number of shares of Common Shares beneficially owned by such person the Holder and its Affiliates shall will include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares this Note with respect to which the determination of such sentence proviso is being made, but shall will exclude shares of Common the Shares which that would be issuable upon (ia) conversion of the remaining, unconverted portion of the Series D Preferred Shares nonconverted Principal beneficially owned by such person the Holder and its Affiliates and (iib) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or unconverted unexchanged portion of any other securities of the Corporation beneficially owned by such person and its Affiliates Issuer (including, without limitation, any convertible notes warrants or convertible preferred stock or warrantsstock) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained hereinherein beneficially owned by the Holder and its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 8, beneficial ownership will be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this paragraph (e) of Section 11.118, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder the Holder may rely on the number of outstanding shares of Common Shares as reflected in (1i) the CorporationIssuer’s most recent Annual Report on Form 10-Q or Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2ii) a more recent public announcement by the Corporation Issuer or (3iii) any other notice by the Corporation Issuer or the Corporation’s transfer agent Transfer Agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11the Holder, the Corporation shall within one (1) Trading Day Issuer will promptly, but in no event later than two Business Days following the receipt of such request, confirm orally and in writing to such holder the Holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall will be determined after giving effect to the conversion conversion, exercise or exercise exchange of securities of the CorporationIssuer, including the Series D Preferred SharesNotes and the Warrants, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Conversion. Except as set forth in (a) Notwithstanding any other provision of this paragraph (e) of Section 11.11Agreement, a Series D Preferred Shares holder shall not have the right prior to convert any portion obtaining Unitholder approval of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to such conversion, such holder (together A Proposal in accordance with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”5.12(b)(iii)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares 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, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one (1) Trading Day confirm orally and in writing to such holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares Common Units that may be issued upon conversion of Series A Preferred Units pursuant to this Section 5.12(b)(viii) shall not exceed a number that, when added to the total number of Common Shares shall be determined after giving effect Units deemed Beneficially Owned by such Holder at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the conversion or exercise of securities limitation set forth herein), would exceed the Common Unit Cap. If, prior to obtaining Unitholder approval of the CorporationSeries A Proposal in accordance with Section 5.12(b)(iii), including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of Units to be issued pursuant to a written notice to conversion in accordance with this Section 5.12(b)(viii) as set forth on any Series A Conversion Notice or Series A Forced Conversion Notice would exceed the CorporationCommon Unit Cap, a Series D Preferred Shares holder may from time to time increase or decrease then the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only Company shall issue one Class B Unit to such holder and not Unitholder for each Common Unit to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof be issued upon conversion in excess of the Maximum Percentage Common Unit Cap. After obtaining Unitholder approval of the Series A Proposal, or, if at any time the rules of the National Securities Exchange on which the Common Units are listed or admitted for trading or the staff interpretations of such rules are amended and modified so that no vote or consent of Unitholders is required to issue Common Units in excess of the Common Unit Cap, then on the effective date of any such amendment or modification, the limitation on issuing Common Units in excess of the Common Unit Cap shall not apply and all Series A Preferred Units shall be deemed convertible into Common Units in accordance with Section 5.12(b)(viii) without further action or any vote of any Unitholders other than compliance with Section 5.12(b)(viii). If for any other reason the issuance of any Common Unit pursuant to a conversion in accordance with this Section 5.12(b)(viii) is not permitted by applicable law, rule or regulation, then the Company shall issue one Class B Unit to such Unitholder for each such Common Unit to be beneficially owned issued upon conversion. (b) Notwithstanding any other provision of this Agreement, the number of Common Units or Class B Units that may be issued upon conversion of any Series A Preferred Units pursuant to this Section 5.12(b)(viii) shall not exceed a number of Common Units and Class B Units that (assuming (i) such Series A Preferred Units had been converted to such number of Common Units and Class B Units, (ii) all such Converted Units were Outstanding, (iii) such Outstanding Converted Common Units received the distribution per Common Unit as declared by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(dthe Board, (iv) or Rule 16a-1(a)(1such Outstanding Converted B Units received one hundred ten percent (110%) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph distribution per Common Unit as declared by the Board, and (ev) the Board will declare the same amount of Section 11.11 shall have any effect on distributions per Common Unit in the applicability next succeeding four Quarters) would cause the aggregate distributions of the provisions of this paragraph (e) of Section 11.11 with respect Company for any Quarter during the next succeeding four Quarters to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with exceed the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to estimated Total Distributable Cash Flow for such limitationQuarter.

Limitations on Conversion. Except as set forth in this paragraph (eNotwithstanding SECTION 5(a) of Section 11.11or SECTION 5(c) but subject to SECTION 7, a Series D Preferred Shares holder the Corporation shall not have effect any conversion of the right Convertible Preference Shares or otherwise issue Class A Shares pursuant to SECTION 5(a) or SECTION 5(c), and no holder of Convertible Preference Shares will be permitted to convert any portion of the Series D Preferred Convertible Preference Shares into Class A Shares if, and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to that, following such conversion, such holder either (together with i) such holder’s Affiliates, any other persons acting as aggregate voting power on a group together, and any other persons whose beneficial ownership matter being voted on by holders of Common Class A Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) exceed 19.9% of the Exchange Act Maximum Voting Power (as defined below) or (ii) such personsholder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, “Attribution Parties”)however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) would beneficially own a public sale of the Class A Shares to be issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of Common then outstanding Class A Shares outstanding immediately after giving effect to such conversionor (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the aggregate number of shares of Common Class A Shares beneficially owned Beneficially Owned by such person and its Affiliates a holder shall include the number of shares of Common Class A Shares issuable upon conversion of the Series D Preferred Convertible Preference Shares with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude shares the number of Common Class A Shares which would be issuable upon (i) conversion or exercise of the remaining, unconverted portion of the Series D Preferred Convertible Preference Shares beneficially owned and any Alternative Preference Shares Beneficially Owned by such person holder. Upon the written request of the holder, the 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 its Affiliates 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) exercise or conversion such holder will not Beneficially Own more than 19.9% of the unexercised or unconverted portion 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 of the Corporation beneficially owned by such person that constitute Voting Stock voting together as a single class and its Affiliates (including, without limitation, after giving effect to any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion voting power set forth herein and the articles of amendment or exercise analogous to the limitation contained hereinother similar document governing other Voting Stock. For purposes of this paragraph (e) of Section 11.11SECTION 5(b), in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares aggregate voting power and Beneficial Ownership of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 held by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request Affiliates of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation holder shall within one (1) Trading Day confirm orally and in writing be attributed to such holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationholder.

Limitations on Conversion. Except as set forth in this paragraph (ei) of Section 11.11, a Series D Preferred Shares holder The Corporation shall not effect the conversion of any share of Series A Preferred, and no person who is a holder of Series A Preferred shall have the right to convert any portion shares of the Series D A Preferred Shares and such Series D Preferred Shares shall not be automatically convertedinto shares of Common Stock, to the extent that after giving effect to such conversion, such holder person (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)person's affiliates) would beneficially own in excess of 19.999.999% (the “Maximum Percentage”) of the shares of the Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such person and its Affiliates affiliates shall include include, without limitation, the number of shares of Common Shares Stock issuable upon conversion of the Series D A Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (i) conversion exercise of the remaining, remaining unconverted portion shares of the Series D A Preferred Shares beneficially owned by such person and its Affiliates 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 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 this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this paragraph (e) Certificate of Section 11.11Designation, in determining the number of outstanding shares of Common SharesStock, a holder of Series D A Preferred Shares holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1) the Corporation’s 's most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 810-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Corporation Corporation, or (3) any other notice by the Corporation or the Corporation’s its transfer agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of a any holder of Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11A Preferred, the Corporation shall within one (1) Trading Day five business days confirm orally and in writing to such holder of Series A Preferred the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Corporation by such holder of Series D A Preferred Shares, by a Series D Preferred Shares holder and its Affiliates affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. Upon delivery In effecting the conversion of shares of Series A Preferred, the Corporation shall be entitled to rely on a written notice representation by the holder of such shares of Series A Preferred as to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided number of shares that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be it beneficially owned by a Series D Preferred Shares holder for any purpose including owns for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Actabove 9.999% limitation calculation. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on Notwithstanding the applicability of foregoing, the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.this

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.116(e), a Series D Preferred Shares holder Holder shall not have the right to convert any portion of the Series D Preferred Shares Stock and such Series D Preferred Shares Stock shall not be automatically converted, to the extent that after giving effect to such conversion, such holder Holder (together with such holderHolder’s Affiliates, any other persons Persons acting as a group together, and any other persons Persons whose beneficial ownership of Common Shares Stock would be aggregated with the holderHolder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such personsPersons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such person Person and its Affiliates shall include the number of shares of Common Shares Stock issuable upon conversion of the Series D Preferred Shares Stock with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares Stock beneficially owned by such person 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 Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.116(e), in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holderHolder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.116(e), the Corporation shall within one (1) Trading Day confirm orally and in writing to such holder Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred SharesStock, by a Series D Preferred Shares holder Holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder Holder and not to any other holder of Series D Preferred SharesStock. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares Stock pursuant to this paragraph (eSection 6(e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (eSection 6(e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares Stock may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (eSection 6(e) of Section 11.11 to the 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 paragraph (eSection 6(e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Section 6(e) shall not apply to any conversions of the Series D Preferred that occur prior to and expressly in connection with a Deemed Liquidation Event.

Limitations on Conversion. Except as set forth in this paragraph (eNotwithstanding SECTION 6(a) of Section 11.11or SECTION 6(c) but subject to SECTION 8, a Series D Preferred Shares holder the Corporation shall not have the right to convert effect any portion conversion of the Series D 6 Preferred Shares or otherwise issue Class A Shares pursuant to SECTION 6(a) or SECTION 6(c), and such no holder of Series D 6 Preferred Shares shall not will be automatically convertedpermitted to convert Series 6 Preferred Shares into Class A Shares if, and to the extent that after giving effect to that, following such conversion, such holder either (together with i) such holder’s Affiliates, any other persons acting as aggregate voting power on a group together, and any other persons whose beneficial ownership matter being voted on by holders of Common Class A Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) exceed 19.9% of the Exchange Act Maximum Voting Power (as defined below) or (ii) such personsholder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, “Attribution Parties”)however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) would beneficially own a public sale of the Class A Shares to be issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of Common then outstanding Class A Shares outstanding immediately after giving effect to such conversionor (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the aggregate number of shares of Common Class A Shares beneficially owned Beneficially Owned by such person and its Affiliates a holder shall include the number of shares of Common Class A Shares issuable upon conversion of the Series D 6 Preferred Shares with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude shares the number of Common Class A Shares which would be issuable upon (i) conversion or exercise of the remaining, unconverted portion of the Series D 6 Preferred Shares beneficially owned and any Alternative Preference Shares Beneficially Owned by such person holder. Upon the written request of the holder, the 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 its Affiliates 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) exercise or conversion such holder will not Beneficially Own more than 19.9% of the unexercised or unconverted portion 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 of the Corporation beneficially owned by such person that constitute Voting Stock voting together as a single class and its Affiliates (including, without limitation, after giving effect to any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion voting power set forth herein and the Certificate of Incorporation, the certificate of designation or exercise analogous to the limitation contained hereinother similar document governing other Voting Stock. For purposes of this paragraph (e) of Section 11.11SECTION 6(b), in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares aggregate voting power and Beneficial Ownership of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 held by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request Affiliates of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation holder shall within one (1) Trading Day confirm orally and in writing be attributed to such holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationholder.

Limitations on Conversion. Except as set forth in this paragraph The Company will not effect any conversion of the Securities (e) including any Mandatory Conversion pursuant to Section 6.10), and Holders of Section 11.11, a Series D Preferred Shares holder shall the Securities will not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedSecurities, to the extent that after giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) that portion of the shares Securities on conversion of Common Shares outstanding immediately after giving effect to such conversion. For purposes which the sum of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include (1) the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude Stock beneficially owned by a Holder and its Affiliates (other than shares of Common Shares Stock which would may be issuable upon (i) conversion deemed beneficially owned through the ownership of the remaining, unconverted portion of the Series D Preferred Shares beneficially owned by such person and its Affiliates and (ii) exercise Securities or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by such person and Holder or its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on exercise or conversion or exercise analogous to the limitation contained hereinlimitations described in this Section 6.17) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Securities with respect to which the determination set forth in this sentence is being made (including any shares related to the settlement of the Coupon Make Whole Payment and the Additional Amount in connection therewith), would result in beneficial ownership by such Holder and its Affiliates of any amount greater than 9.9% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. Except as set forth in the preceding sentence, for purposes of this Section 6.17, beneficial ownership will be calculated in accordance with Section 13(d) and the rules and regulations promulgated thereunder under the Exchange Act. For purposes of this paragraph (e) of Section 11.116.17, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Holder may rely on the number of issued and outstanding shares of Common Shares Stock as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K document or other public filing with the SECreport, as the case may be, filed by the Company with the Commission, (2y) a more recent public announcement by the Corporation Company or (3z) any other recent notice by the Corporation or the Corporation’s transfer agent Company, in each case setting forth the number of shares of Common Shares Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Holder, the Corporation shall Company will within one (1) Trading Day two Business Days confirm orally and in writing to such holder Holder the number of shares of Common Shares Stock then issued and outstanding. In any case, the number of issued and outstanding shares of Common Shares shall Stock will be determined for this purpose after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesSecurities, by a Series D Preferred Shares holder the applicable Holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported, announced or confirmed. Upon Any purported delivery of a written notice shares of Common Stock upon exercise of the conversion right on the Securities will be void and have no effect to the Corporation, extent (but only to the extent) that such delivery would result in a Series D Preferred Shares holder may from time to time increase or decrease Holder (including its Affiliates) becoming the beneficial owner of more than the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable Stock outstanding at such time. Notwithstanding anything to the contrary in this Section 6.17, no Holder will be entitled, with or without the Company’s consent, to waive the restrictions set forth in this Section 6.17. 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 limitations 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. If the Company elects to redeem such Securities from such Holder, the redemption shall be made in accordance with and pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect Article 7. In addition, the Holder will retain its right to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 voluntarily convert such Holder’s Securities, subject to the 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 limitations set forth in this paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation6.17.

Limitations on Conversion. Except as set forth in Notwithstanding the provisions of this paragraph (e) Debenture, the Company shall not effect the exercise of Section 11.11this Debenture, a Series D Preferred Shares holder and the Holder shall not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedexercise this Debenture, to the extent that after giving effect to such conversionexercise, such holder Person (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)Person's affiliates) would beneficially own in excess of 19.994.99% (the “"Maximum Percentage”") of the shares of Common Shares Stock outstanding immediately after giving effect to such conversionexercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by such person Person and its Affiliates affiliates shall include the number of shares of Common Shares Stock issuable upon conversion exercise of the Series D Preferred Shares this Debenture with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (i) conversion exercise of the remaining, unconverted unexercised portion of the Series D Preferred Shares this Debenture beneficially owned by such person Person and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by such person Person and its Affiliates affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrantsDebentures) 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 this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this paragraph (e) of Section 11.11Debenture, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (1) the Corporation’s Company's most recent Annual Report on Form 10-K, Proxy StatementForm 10-KSB, Quarterly Report on Form 10-Q, Form 10-QSB, Current Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Corporation Company or (3) any other notice by the Corporation Company or the Corporation’s transfer agent Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11the Holder, the Corporation Company shall within one (1) Trading Business Day confirm orally and in writing to such holder the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesDebentures, by a Series D Preferred Shares holder the Holder and its Affiliates affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. Upon delivery of a By written notice to the CorporationCompany, a Series D Preferred Shares holder the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as not in excess of 9.99% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation Company, and (ii) any such increase or decrease will apply only to such holder the Holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be convertedDebentures. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the extent necessary provision to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation...

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11Notwithstanding SECTION 5(a), a Series D Preferred Shares holder the Corporation shall not have effect any conversion of the right Convertible Preference Shares or otherwise issue Class A Shares pursuant to SECTION 5(a), and no holder of Convertible Preference Shares will be permitted to convert any portion of the Series D Preferred Convertible Preference Shares into Class A Shares if, and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to that, following such conversion, such holder either (together with i) such holder’s Affiliates, any other persons acting as aggregate voting power on a group together, and any other persons whose beneficial ownership matter being voted on by holders of Common Class A Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) exceed 19.9% of the Exchange Act Maximum Voting Power (as defined below) or (ii) such personsholder would Beneficially Own more than 19.9% of the then outstanding Common Shares; provided, “Attribution Parties”)however, that such conversion restriction shall not apply to any conversion in connection with and subject to completion of (A) would beneficially own a public sale of the Class A Shares to be issued upon such conversion, if following consummation of such public sale such holder will not Beneficially Own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of Common then outstanding Class A Shares outstanding immediately after giving effect to such conversionor (B) a bona fide third party tender offer for the Class A Shares issuable thereupon. For purposes of the foregoing sentence, the aggregate number of shares of Common Class A Shares beneficially owned Beneficially Owned by such person and its Affiliates a holder shall include the number of shares of Common Class A Shares issuable upon conversion of the Series D Preferred Convertible Preference Shares with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude shares the number of Common Class A Shares which would be issuable upon (i) conversion or exercise of the remaining, unconverted portion of the Series D Preferred Convertible Preference Shares beneficially owned Beneficially Owned by such person holder. Upon the written request of the holder, the 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 its Affiliates 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) exercise or conversion such holder will not Beneficially Own more than 19.9% of the unexercised or unconverted portion 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 of the Corporation beneficially owned by such person that constitute Voting Stock voting together as a single class and its Affiliates (including, without limitation, after giving effect to any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion voting power set forth herein and the articles of amendment or exercise analogous to the limitation contained hereinother similar document governing other Voting Stock. For purposes of this paragraph (e) of Section 11.11SECTION 5(b), in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares aggregate voting power and Beneficial Ownership of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 held by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request Affiliates of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation holder shall within one (1) Trading Day confirm orally and in writing be attributed to such holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationholder.

Limitations on Conversion. Except as set forth in this paragraph The Company will not effect any conversion of the Securities (e) including any Mandatory Conversion pursuant to Section 6.10), and Holders of Section 11.11, a Series D Preferred Shares holder shall the Securities will not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedSecurities, to the extent that after giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) that portion of the shares Securities on conversion of Common Shares outstanding immediately after giving effect to such conversion. For purposes which the sum of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include (1) the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude Stock beneficially owned by a Holder and its Affiliates (other than shares of Common Shares Stock which would may be issuable upon (i) conversion deemed beneficially owned through the ownership of the remaining, unconverted portion of the Series D Preferred Shares beneficially owned by such person and its Affiliates and (ii) exercise Securities or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by such person and Holder or its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on exercise or conversion or exercise analogous to the limitation contained hereinlimitations described in this Section 6.17) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Securities with respect to which the determination set forth in this sentence is being made (including any shares related to the settlement of the Coupon Make Whole Payment and the Additional Amount in connection therewith), would result in beneficial ownership by such Holder and its Affiliates of any amount greater than 9.9% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. Except as set forth in the preceding sentence, for purposes of this Section 6.17, beneficial ownership will be calculated in accordance with Section 13(d) and the rules and regulations promulgated thereunder under the Exchange Act. For purposes of this paragraph (e) of Section 11.116.17, in determining the number of outstanding shares of Common SharesStock, a Series D Preferred Shares holder Holder may rely on the number of issued and outstanding shares of Common Shares Stock as reflected in (1x) the CorporationCompany’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K document or other public filing with the SECreport, as the case may be, filed by the Company with the Commission, (2y) a more recent public announcement by the Corporation Company or (3z) any other recent notice by the Corporation or the Corporation’s transfer agent Company, in each case setting forth the number of shares of Common Shares Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11Holder, the Corporation shall Company will within one (1) Trading Day two Business Days confirm orally and in writing to such holder Holder the number of shares of Common Shares Stock then issued and outstanding. In any case, the number of issued and outstanding shares of Common Shares shall Stock will be determined for this purpose after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Series D Preferred SharesSecurities, by a Series D Preferred Shares holder the applicable Holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported, announced or confirmed. Upon Any purported delivery of a written notice shares of Common Stock upon exercise of the conversion right on the Securities will be void and have no effect to the Corporation, extent (but only to the extent) that such delivery would result in a Series D Preferred Shares holder may from time to time increase or decrease Holder (including its Affiliates) becoming the beneficial owner of more than the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable Stock outstanding at such time. Notwithstanding anything to the contrary in this Section 6.17, no Holder will be entitled, with or without the Company’s consent, to waive the restrictions set forth in this Section 6.17. 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 limitations 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 and the 2017 Notes are no longer outstanding. If the Company elects to redeem such Securities from such Holder, the redemption shall be made in accordance with and pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect Article 7. In addition, the Holder will retain its right to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 voluntarily convert such Holder’s Securities, subject to the 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 limitations set forth in this paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation6.17.

Limitations on Conversion. Except as set forth in this paragraph (e‎(e) of Section 11.11‎11.11, a Series D Preferred Shares holder shall not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares 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, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e‎(e) of Section 11.11‎11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e‎(e) of Section 11.11‎11.11, the Corporation shall within one (1) Trading Day confirm orally and in writing to such holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e‎(e) of Section 11.11 ‎11.11 shall have any effect on the applicability of the provisions of this paragraph (e‎(e) of Section 11.11 ‎11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e‎(e) of Section 11.11 ‎11.11 to the 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 paragraph (e‎(e) of Section 11.11 ‎11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11Notwithstanding SECTION 5(a), a Series D Preferred Shares holder but subject to SECTION 5(c), the Company shall not have the right to convert effect any portion conversion of the Series D C Preferred Shares Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a), and such no holder of Series D C Preferred Shares shall not Stock will be automatically convertedpermitted to convert shares of Series C Preferred Stock into shares of Common Stock if, and to the extent that after giving effect to that, following such conversion, either (i) such holder 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, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties Beneficially Own (disregarding for purposes of Section 13(dthis purpose clause (ii) of the Exchange Act 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 personsconversion, 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 “Attribution PartiesBeneficially Own”)) would beneficially own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of then outstanding Common Shares outstanding immediately after giving effect to such conversionStock 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 Shares beneficially owned Stock Beneficially Owned by such person a holder and its Affiliates shall include the number of shares of Common Shares Stock issuable upon conversion of the Series D C Preferred Shares Stock with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude the number of shares of Common Shares Stock which would be issuable upon conversion or exercise of (ix) conversion of the remaining, unconverted portion of the Series D C Preferred Shares beneficially owned Stock and any Series A Preferred Stock 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 person and holder or any of its Affiliates and (ii) exercise or conversion Affiliates. Upon the written request of the unexercised or unconverted portion of any other securities of holder, the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, Company shall within two (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one (1) Trading Day Business Days confirm orally and in writing to such any holder the number of shares of Common Shares Stock then outstanding. In any caseFor purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of outstanding shares votes which may be cast by all capital stock on the applicable matter subject to the vote of the Common Shares shall be determined 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 conversion or exercise Certificate of securities Designation of the Corporation, including Series A Preferred Stock and the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as certificate of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase designation or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any similar document governing other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationVoting Stock.

Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11Notwithstanding SECTION 5(a), a Series D Preferred Shares holder but subject to SECTION 5(c), the Company shall not have the right to convert effect any portion conversion of the Series D B Preferred Shares Stock or otherwise issue shares of Common Stock pursuant to SECTION 5(a), and such no holder of Series D B Preferred Shares shall not Stock will be automatically convertedpermitted to convert shares of Series B Preferred Stock into shares of Common Stock if, and to the extent that after giving effect to that, following such conversion, either (i) such holder 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, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties Beneficially Own (disregarding for purposes of Section 13(dthis purpose clause (ii) of the Exchange Act 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 personsconversion, 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 “Attribution PartiesBeneficially Own”)) would beneficially own in excess of 19.9919.9% (the “Maximum Percentage”) of the shares of then outstanding Common Shares outstanding immediately after giving effect to such conversionStock 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 Shares beneficially owned Stock Beneficially Owned by such person a holder and its Affiliates shall include the number of shares of Common Shares Stock issuable upon conversion of the Series D B Preferred Shares Stock with respect to which the determination of such sentence is being madea conversion notice has been given, but shall exclude the number of shares of Common Shares Stock which would be issuable upon conversion or exercise of (ix) conversion of the remaining, unconverted portion of the Series D B Preferred Shares beneficially owned Stock and any Series A Preferred Stock 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 person and holder or any of its Affiliates and (ii) exercise or conversion Affiliates. Upon the written request of the unexercised or unconverted portion of any other securities of holder, the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, Company shall within two (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11, the Corporation shall within one (1) Trading Day Business Days confirm orally and in writing to such any holder the number of shares of Common Shares Stock then outstanding. In any caseFor purposes hereof, “Maximum Voting Power” means, at the time of determination of the Maximum Voting Power, the total number of outstanding shares votes which may be cast by all capital stock on the applicable matter subject to the vote of the Common Shares shall be determined 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 conversion or exercise Certificate of securities Designation of the Corporation, including Series A Preferred Stock and the Series D Preferred Shares, by a Series D Preferred Shares holder and its Affiliates since the date as certificate of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase designation or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any similar document governing other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitationVoting Stock.

Limitations on Conversion. Except as set forth in The Company shall not effect any conversion of this paragraph (e) of Section 11.11, a Series D Preferred Shares holder Note and the Holder shall not have the right to convert any Principal in excess of that portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically convertedPrincipal that, to the extent that after upon giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, would cause the aggregate number of Shares beneficially owned by the Holder and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) its affiliates to exceed 4.99% of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common total outstanding Shares outstanding immediately after giving effect to following such conversion. For purposes of the foregoing sentenceproviso, the aggregate number of shares of Common Shares beneficially owned by such person the Holder and its Affiliates affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares this Note with respect to which the determination of such sentence proviso is being made, but shall exclude shares of Common the Shares which that would be issuable upon (i) conversion of the remaining, unconverted portion nonconverted principal of the Series D Preferred Shares Notes beneficially owned by such person the Holder and its Affiliates affiliates and (ii) exercise exercise, conversion or conversion exchange of the unexercised unexercised, unconverted or unconverted unexchanged portion of any other securities of the Corporation beneficially owned by such person and its Affiliates Company (including, without limitation, any convertible notes warrants or convertible preferred stock or warrantsstock) subject to a limitation on conversion conversion, exercise or exercise exchange analogous to the limitation contained hereinherein beneficially owned by the Holder and its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 ACT"). For purposes of this paragraph (e) of Section 11.115, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder the Holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s Company's most recent Annual Report on Form 10-Q or Form 10-K, Proxy Statement, Quarterly Report on 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 Corporation Company or (3) any other notice by the Corporation Company or the Corporation’s its transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon Upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph (e) of Section 11.11the Holder, the Corporation Company shall within one promptly, but in no event later than two (12) Trading Day Business Days following the receipt of such request, confirm orally and in writing to such holder the Holder the number of shares of Common Shares then outstanding. In any case, the number of outstanding shares of Common Shares shall be determined after giving effect to the conversion conversion, exercise or exercise exchange of securities of the CorporationCompany, including the Series D Preferred SharesNotes, by a Series D Preferred Shares holder and its Affiliates since the date as of which such number of outstanding shares of Common Shares was reported. Upon delivery of a written notice to the Corporation, a Series D Preferred Shares holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series D Preferred Shares. For purposes of clarity, the shares of Common Shares issuable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Series D Preferred Shares holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert Series D Preferred Shares pursuant to this paragraph (e) of Section 11.11 shall have any effect on the applicability of the provisions of this paragraph (e) of Section 11.11 with respect to any subsequent determination of whether Series D Preferred Shares may be converted. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph (e) of Section 11.11 to the 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 paragraph (e) of Section 11.11 or to make changes or supplements necessary or desirable to properly give effect to such limitation.