Common use of Beneficial Ownership Limitation Clause in Contracts

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a A Holder shall not have the right to convert exercise any portion of the Preferred Stock, Warrants to the extent that, that after giving effect to the conversion issuance of Warrant Shares after exercise as set forth on the applicable Notice of ConversionElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s Affiliates (such Personsor person’s Affiliates), “Attribution Parties”)) would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties a person shall include the number of shares of Common Stock Warrant Shares that would be owned by that person issuable upon conversion exercise of the Preferred Stock Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value of Preferred Stock non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates or Attribution Parties and (iib) exercise or conversion of the unexercised or unconverted portion of underlying any other securities of the Corporation Company held by such Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that neither the Corporation makes no representation Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.10 applies, the determination of whether the Preferred Stock a Warrant is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) exercisable and of how many shares the number of Preferred Stock Warrants that are convertible exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion an Election to Purchase shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates Warrant is exercisable and Attribution Parties) and how many shares of the Preferred Stock number of Warrants that are convertibleexercisable, in each case subject to and neither the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to Warrant Agent nor the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.10, in determining the number of outstanding shares of Common Stock, a Holder or other person may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ia) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iib) a more recent public announcement by the Corporation Company or (iiic) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request (which may be via email) of a person that represents that it is or is acting on behalf of a Holder, the Corporation shall Company shall, within two (2) Trading Days Days, confirm orally and or in writing or by e-mail to such Holder that person the number of shares of Common Stock then outstanding. In any case, the number Upon delivery of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon written notice to the CorporationCompany, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 6(d) applicable to its Preferred Stock 9.99% as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation Company and shall any such increase or decrease will apply only apply to such the Holder and no its Affiliates and not to any other Holderholder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockcontained.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stocka Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s Affiliates, and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Persons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Shares issuable upon conversion exercise of the Preferred Stock such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Shares, 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 Shares (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.9 applies, the determination of whether the Preferred Stock a Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible a Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted a Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.Section

Beneficial Ownership Limitation. The Corporation Except as provided in Section 3(c) of this Note, which shall apply as stated therein if an Automatic Conversion Event shall occur, the Company shall not effect any conversion of the Preferred Stockthis Note, and a the Holder shall not have the right to convert any portion of the Preferred Stock, this Note to the extent that, that after giving effect to such conversion, the conversion set forth on the applicable Notice of Conversion, such Holder (together with such the Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of 4.9% of the Beneficial Ownership Limitation (as defined below)number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock Note and upon exercise of the Warrants issued upon conversion of this Note with respect to which such the determination of beneficial ownership is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (iA) conversion of the remaining, unconverted Stated Value non-converted portion of Preferred Stock this Note beneficially owned by such the Holder or any of its Affiliates or Attribution Parties affiliates, and (iiB) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except affiliates, so long as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) such other securities of the Exchange Act and Company are not exercisable nor convertible within sixty (60) days from the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy date of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d3(f), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic quarterly reports, Form 10-Q, Form 10-QSB, Annual Reports, Form 10-K, or annual report filed with the CommissionForm 10-KSB, as the case may be, as filed with the Commission under the Exchange Act (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent any other written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a the Holder, the Corporation Company shall within two (2) Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred StockNote, by such the Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reportedpublicly reported by the Company. The “Beneficial Ownership Limitation” ownership shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%calculated in accordance with Section 13(d) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable HolderExchange Act. A Holder, upon notice to the Corporation, This Section 3(f) may increase be not be waived or decrease the Beneficial Ownership Limitation provisions of amended. The limitation set forth in this Section 6(d3(f) applicable is referred to its Preferred Stock provided that as the Beneficial Ownership Limitation in no event exceeds 9.99“4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockLimitation.”

Beneficial Ownership Limitation. The Corporation Company shall not be required to effect any conversion exercise of the Preferred Stocka Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stocka Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as defined below), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Personspersons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.9 applies, the determination of whether the Preferred Stock a Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible a Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted a Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stocksuch Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred StockWarrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holdera Warrant. A The Holder, upon written notice to the CorporationCompany and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock a Warrant held by the Holder and the provisions of this Section 6(d) 3.3.9 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stocka Warrant.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s 's Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)'s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred StockStock or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d5(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d5(e) applies, the determination of whether the Series A Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and of how many shares of Series A Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s 's determination of whether the shares of Series A Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of the Series A Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d5(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s 's most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred StockSeries A Preferred, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “"Beneficial Ownership Limitation” " shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Series A Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days' prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d5(e) applicable to its Series A Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series A Preferred Stock held by the Holder and the provisions of this Section 6(d5(e) shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d5(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockSeries A Preferred.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion of the any Preferred StockStock or issue any Adjustment Shares, and a the Holder shall not have the right to convert exercise nor enforce any portion of the Preferred Stocksuch right, pursuant this Section 4, to the extent that, that after giving effect to the conversion set forth on application of such rights, the applicable Notice of Conversion, such Holder (together with such the Holder’s Affiliates, and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such PersonsAffiliates), “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock application this Section 4 with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)4, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a the Holder, the Corporation Company shall within two (2) Trading Days three trading days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred StockCompany (subject to any beneficial ownership limitations contained therein, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% %, (or, upon election by unless the Holder elects on its signature page hereto a Holder prior to the issuance of any shares of Preferred Stock, 9.99%different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion application of Preferred Stock held by this Section 4 which would not exceed at such time the applicable HolderBeneficial Ownership Limitation. A The Holder, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable 4 (for the avoidance of doubt, the Holder may on its signature page hereto to its Preferred Stock provided that the waive such Beneficial Ownership Limitation in no event exceeds 9.99% its entirety (which such waiver shall be effective 61 days’ after the Closing Date) or set a different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion application of this Preferred Stock held by Section 4 which would not exceed at such time the Holder Beneficial Ownership Limitation and the provisions of this Section 6(d) 4 shall continue to apply. Any such decrease will be effective immediately and any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The In the event the limitations contained in this paragraph shall apply Section 4(e) would prevent the application of the Holder’s rights under Sections 4(a), 4(b) or 4(c), then such Holder may exercise all such rights and comply with all obligations applicable thereto except that the delivery of Common Stock will be deferred until such time as such Holder provides notice to the Company that such Holder may receive or beneficially own such Common Stock which exceeds the Beneficial Ownership Limitation applicable to such Holder without exceeding such then applicable Beneficial Ownership Limitation. “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a successor holder person, as such terms are used in and construed under Rule 405 under the Securities Act of Preferred Stock1933, as amended.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion of the any Preferred Stock, and a the Holder shall not have the right to convert exercise nor enforce any portion of the Preferred Stocksuch right, pursuant this Section 4, to the extent that, that after giving effect to the conversion set forth on application of such rights, the applicable Notice of Conversion, such Holder (together with such the Holder’s Affiliates, and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such PersonsAffiliates), “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock application this Section 4 with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)4, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a the Holder, the Corporation Company shall within two (2) Trading Days three trading days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred StockCompany (subject to any beneficial ownership limitations contained therein, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% %, (or, upon election by unless the Holder elects on its signature page hereto a Holder prior to the issuance of any shares of Preferred Stock, 9.99%different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion application of Preferred Stock held by this Section 4 which would not exceed at such time the applicable HolderBeneficial Ownership Limitation. A The Holder, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable 4 (for the avoidance of doubt, the Holder may on its signature page hereto to its Preferred Stock provided that the waive such Beneficial Ownership Limitation in no event exceeds 9.99% its entirety (which such waiver shall be effective 61 days’ after the Closing Date) or set a different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion application of this Preferred Stock held by Section 4 which would not exceed at such time the Holder Beneficial Ownership Limitation and the provisions of this Section 6(d) 4 shall continue to apply. Any such decrease will be effective immediately and any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The In the event the limitations contained in this paragraph shall apply Section 4(c) would prevent the application of the Holder’s rights under Sections 4(a) or 4(b), then such Holder may exercise all such rights and comply with all obligations applicable thereto except that the delivery of Common Stock will be deferred until such time as such Holder provides notice to the Company that such Holder may receive or beneficially own such Common Stock which exceeds the Beneficial Ownership Limitation applicable to such Holder without exceeding such then applicable Beneficial Ownership Limitation. “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a successor holder person, as such terms are used in and construed under Rule 405 under the Securities Act of Preferred Stock1933, as amended.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion the exercise of the Preferred Stockthis Warrant, and a the Holder shall not have the right to convert any portion of the Preferred Stockexercise this Warrant, to the extent that, that after giving effect to such exercise, the conversion set forth on the applicable Notice of Conversion, such Holder (together with such the Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)affiliates) would beneficially own in excess of 4.99% (the Beneficial Ownership Limitation (as defined below)“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value unexercised portion of Preferred Stock this Warrant beneficially owned by such the Holder or any of and its Affiliates or Attribution Parties affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by the Holder 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 (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for purposes of this Section 6(d)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder1934 Act. For purposes of this Section 6(d)Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (i1) the CorporationCompany’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (ii2) a more recent public announcement by the Corporation Company or (iii3) a more recent written any other notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding, in each case as of the date such report, announcement or notice speaks. Upon For any reason at any time, upon the written or oral request (which may be via email) of a the Holder, the Corporation Company shall within two one (21) Trading Days Business Day confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred StockWarrants, by such the Holder or and its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon By written notice to the CorporationCompany, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions Maximum Percentage to any other percentage not in excess of this Section 6(d) applicable to its Preferred Stock 9.99% specified in such notice; provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d(i) shall continue to apply. Any any such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation Company, and shall (ii) any such increase or decrease will apply only apply to such the Holder and no not to any other Holderholder of the Warrants. The provisions For the avoidance of this paragraph shall be construed and implemented doubt, to the extent the limitation set forth in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock1.1.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred StockStock or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each the Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Corporation shall not effect any conversion of the any share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to convert any portion of the Series A Non-Voting Preferred StockStock pursuant to Section 6.2, to the extent that, after giving effect to the such attempted conversion set forth on the an applicable Notice of ConversionConversion (as defined in the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (such Personsthe foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below)Limitation. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties Parties, and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stockincluding any warrants) beneficially owned by such Holder or any of its Affiliates Attribution Parties that are subject to and would exceed a limitation on conversion or Attribution Partiesexercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6(d)6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such HolderCommission, and the submission of a Notice of Conversion shall be deemed terms “beneficial ownership” and “beneficially own” have the meanings ascribed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationterms therein. In addition, a determination as to any group status as contemplated above shall be determined for purposes hereof, “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunderof the Commission. For purposes of this Section 6(d)6.4, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (iA) the Corporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a Holder (which may be by email), the Corporation shall, within two (2) Trading Days thereof, confirm in writing to such Holder (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Corporation, including the shares of Series A Non-Voting Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall initially be 4.99% (or, upon election set at the discretion of each Holder to a percentage designated by a such Holder prior on its signature page to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99Purchase Agreement between 0% and 19.9% of the number of shares of the Common Stock outstanding immediately after giving effect or deemed to be outstanding as of the issuance of shares of Common Stock upon conversion of this Preferred Stock held applicable measurement date, and such percentage shall be set at 19.9% for any Holder that does not make such designation in the Purchase Agreement. The Corporation shall be entitled to rely on representations made to it by the Holder and in any Notice of Conversion regarding its Beneficial Ownership Limitation. Notwithstanding the provisions of this Section 6(dforegoing, by written notice to the Corporation, (i) shall continue to apply. Any such increase in the Holder may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed 19.9%, which increase will not be effective until the 61st sixty-first (61st) day after such written notice is delivered to the Corporation, and (ii) the Holder may reset the Beneficial Ownership Limitation percentage to a lower percentage provided that such decrease shall not become effective until the later of (x) 5:00 p.m. Eastern time on the third Business Day after the date of the Stockholder Approval and (y) if Stockholder Approval is not obtained within six months after the initial issuance of the Series A Non-Voting Preferred Stock, the date that is three Business Days after the date that is six months after the initial issuance of the Series A Non-Voting Preferred Stock. Upon such a change by a Holder of the Beneficial Ownership Limitation, not to exceed 19.9%, the Beneficial Ownership Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6.4. Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction, the Holder may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to the Corporation and shall only apply may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to such Holder and no other Holderthe Corporation. The provisions of this paragraph Section 6.4 shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) so as to correct this paragraph (or any portion hereof) which may be defective or inconsistent with effectuate the intended Beneficial Ownership Limitation herein contained herein and the shares of Common Stock underlying the Securities in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Purchaser for any purpose including for purposes of Section 13(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder Rule 16a-1(a)(1) of Preferred Stockthe Exchange Act.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Corporation shall not effect any conversion of the Series Y Preferred Stock, and a Holder shall not have the right to convert any portion of the Series Y Preferred Stock, to the extent that, after giving effect to the an attempted conversion set forth on the an applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (such Personsthe foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series Y Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Series Y Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties Parties, and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stockincluding any warrants) beneficially owned by such Holder or any of its Affiliates Attribution Parties that are subject to a limitation on conversion or Attribution Partiesexercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 6(d6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationCommission. In addition, a determination as to any group status as contemplated above shall be determined for purposes hereof, “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunderof the Commission. For purposes of this Section 6(d6(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (iA) the Corporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a Holder (which may be by email with confirmation), the Corporation shall, within three (3) Trading Days thereof, confirm in writing to such Holder (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Corporation, including the shares of Series Y Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.9919.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion pursuant to such Notice of this Preferred Stock held by Conversion (to the Holder and the provisions of extent permitted pursuant to this Section 6(d) shall continue 6(c)), provided that a Holder may, upon providing written notice to apply. Any such the Corporation, elect to increase in or decrease the Beneficial Ownership Limitation will (not to exceed the limits under Nasdaq Marketplace Rule 5635(b), to the extent then applicable), with any increase to be effective until the 61st day only after 61 days from delivery of such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCorporation. The provisions of this paragraph Corporation shall be construed and implemented entitled to rely on representations made to it by the Holder in a manner otherwise than in strict conformity with the terms any Notice of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Conversion regarding its Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockLimitation.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Series A Preferred StockShares, and a Holder shall not have the right to convert any portion of the Series A Preferred StockShares, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by such Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock Shares issuable upon conversion of the Series A Preferred Stock Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Series A Preferred Stock Shares beneficially owned by such Holder or any of its Affiliates or Attribution Parties affiliates, and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stockincluding any warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d4.4(3), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d4.4(3) applies, the determination of whether the Series A Preferred Stock is Shares are convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Partiesaffiliates) and of how many shares of Series A Preferred Stock Shares are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Series A Preferred Stock Shares may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Partiesaffiliates) and how many shares of the Series A Preferred Stock Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it he or she delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph Section 4.4(3) and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 6(d4.4(3), in determining the number of outstanding shares of Common StockShares, a Holder may rely on the number of outstanding shares of Common Stock Shares as stated in the most recent of the following: (iA) the Corporation’s most recent periodic or annual report filed filing with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation or (iiiC) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series A Preferred StockShares, by such Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its his or her Series A Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to applyShares. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation Corporations and shall only apply to such Holder and no other Holder. The provisions of this paragraph Section 4.4(3) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d4.4(3) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 4.4(3) shall apply to a successor holder of Series A Preferred StockShares.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth herein, the Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) one Trading Days Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this the Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The Beneficial Ownership Limitation shall not be waived by the Corporation or the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation shall is not required to effect any conversion of the Preferred StockSeries A Preference Shares, and a Holder shall not have the right to convert any portion of the Preferred StockSeries A Preference Shares, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below)Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock Series A Preference Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock Series A Preference Shares beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred StockSeries A Preference Shares or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d6.d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d6.d) applies, the determination of whether the Preferred Stock is Series A Preference Shares are convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and of how many shares of Preferred Stock Series A Preference Shares are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock Series A Preference Shares may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of the Preferred Stock Series A Preference Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a A determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderAct. For purposes of this Section 6(d6.d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (ix) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (iiy) a more recent public announcement by the Corporation or (iiiz) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred StockSeries A Preference Shares, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (ormeans, upon election by a Holder prior subject to the issuance of any shares of Preferred Stocknext sentence, 9.99%) % of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock Series A Preference Shares held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d6.d) applicable to its Preferred Stock Series A Preference Shares provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock the Series A Preference Shares held by the Holder Holder, and the provisions of this Section 6(d6.d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d6.d) to correct this paragraph (or any portion hereof) which that may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockSeries A Preference Shares.

Beneficial Ownership Limitation. The Corporation Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not effect any conversion redesignation of the Series B Preferred Stock, and a Holder the Purchaser shall not have the right to convert redesignate any portion of the its Series B Preferred Stock, to the extent that, after giving effect to the conversion an attempted redesignation set forth on the an applicable Notice of ConversionConversion (as defined in the Certificate of Designation) with respect to the Series B Preferred Stock, such Holder Purchaser (together with such Holderany other Person whose beneficial ownership of Common Stock would be aggregated with the Purchaser’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable rules and regulations of the Commission, and including any Persons acting as “group” of which the Purchaser is a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)member) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties Purchaser shall include the number of shares of Common Stock issuable upon conversion created by the consolidation and redesignation of the Series B Preferred Stock subject to the Notice of Conversion with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are creatable or issuable upon (i) conversion redesignation of the remaining, unconverted Stated Value of Series B Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties Purchaser, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by such Purchaser (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for purposes of this Section 6(d)4.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationCommission. In addition, a determination as to any group status as contemplated above shall be determined for purposes hereof, “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunderof the Commission. For purposes of this Section 6(d)4.11, in determining the number of outstanding shares of Common Stock, a Holder Purchaser may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (i) the CorporationCompany’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation Company or (iii) a more recent written notice by the Corporation or the Transfer Agent Company setting forth the number of shares of Common Stock then outstanding. Upon For any reason at any time, upon the written or oral request of a Purchaser (which may be via by email) of a Holder), the Corporation shall Company shall, within two (2) Trading Business Days of such request, confirm orally and in writing to such Holder Purchaser (which may be by email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.after

Beneficial Ownership Limitation. The Corporation (a) No Purchaser shall request that a Note held by it be converted, and the Company shall not effect any the conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, Note to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversionsuch issuance after conversion, such Holder Purchaser (together with such HolderPurchaser’s Affiliates, Affiliates and any Persons other person or entity acting as a group together with such Holder Purchaser or any of such HolderPurchaser’s Affiliates (such Personscollectively, the “Attribution Concert Parties”)) ), would beneficially own ADSs or Ordinary Shares in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock ADSs or Ordinary Shares beneficially owned by such Holder a Purchaser and its Affiliates and Attribution Concert Parties shall include the number of shares of Common Stock Ordinary Shares issuable upon conversion of the Preferred Stock portion of the Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Ordinary Shares which are would be issuable upon (i) conversion of the remaining, unconverted Stated Value remaining portion of Preferred Stock the Note beneficially owned by such Holder or any of its Affiliates or Attribution Parties Purchaser and (ii) conversion or exercise or conversion of the unexercised or unconverted portion of any other loan to or securities of the Corporation Company (or any successor thereto) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder Purchaser or any of its Affiliates or Attribution Concert Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)5.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by Purchaser that the Corporation makes no representation Company is not representing to the Holder Purchaser that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 5.2 applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of extent to which a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock Note may be converted (in relation to other loans or securities owned by such Holder a Purchaser together with any Affiliates and Attribution PartiesAffiliates) and how many shares of shall be made in good faith by the Preferred Stock are convertible, Purchaser holding such Note in each case subject to the Beneficial Ownership Limitation. To ensure compliance consultation with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationits own counsel. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)5.2, in determining the number of outstanding shares of Common StockOrdinary Shares (including Ordinary Shares represented by ADSs), a Holder Purchaser may rely on the number of outstanding shares of Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) as stated reflected in the most recent of the following: (ix) the CorporationCompany’s (or its successor’s) most recent periodic or annual report filed with the Commissionreport, as the case may be, filed with the SEC, (iiy) a more recent public announcement by the Corporation Company (or its successor) or (iiiz) a more recent written any other notice by the Corporation Company or the Transfer Agent Depositary (or its successor or successor’s depositary) setting forth the number of shares of Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding. Upon the written or oral request (which may be via email) of a Holderany Purchaser, the Corporation Company shall within two (2) Trading Days business days confirm orally and in writing to such Holder Purchaser the number of shares of Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) then outstanding. In any case, the number of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of loans or securities of the CorporationCompany, including the Preferred StockNotes, by such Holder the applicable Purchaser or its Affiliates or Attribution Concert Parties since the date as of which such number of outstanding shares of Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately after giving effect to the issuance of shares of Common Stock the Conversion Shares issuable upon conversion of Preferred Stock held by the applicable HolderNote. A HolderPurchaser, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease (including, for the avoidance of doubt, to 0%) the percentage constituting the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder Limitation, and the provisions of this Section 6(d) 5.2 shall continue to applyapply to such increased or decreased Beneficial Ownership Limitation. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph Section 5.2 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) hereof in order to correct this paragraph such terms (or any portion hereofthereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 5.2 shall apply to a any successor holder to Purchaser. (b) Notwithstanding the foregoing, the limitations contained in this Section 5.2 shall not restrict or limit any conversion or prepayment of Preferred Stockthe Notes in connection with an Organic Change as contemplated by and defined in the Note.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons other person or entity acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, including the Preferred StockWarrants) beneficially owned by such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d6(c) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d6(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (iA) the Corporation’s most recent periodic or annual report filed filing with the Securitites and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation or (iiiC) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d6(c) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to applyStock. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation Company and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d6(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred StockSeries I Preferred, and a Holder shall not have the right to convert any portion of the Preferred StockSeries I Preferred, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series I Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Series I Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Series I Preferred Stockor the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Series I Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Series I Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Series I Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Series I Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder (which may be via email) of a Holder), the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred StockSeries I Preferred, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Series I Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Series I Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series I Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockSeries I Preferred.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a A Holder shall not have the right to convert exercise any portion of the Preferred Stock, Warrants to the extent that, that after giving effect to the conversion issuance of Warrant Shares after exercise as set forth on the applicable Notice of ConversionElection to Purchase, such Holder or a Person holding through such Holder (together with such Holder’s Affiliatesor Person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates (such Persons, “Attribution Parties”)) ), would beneficially own in excess of the 9.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Warrant Shares that would be owned by that Person issuable upon conversion exercise of the Preferred Stock Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value of Preferred Stock non-exercised Warrants beneficially owned by such that Holder or any of its Affiliates or Attribution Parties and (iib) which would be issuable upon exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. .. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules rule and regulations promulgated thereunder provided (the “Exchange Act”), it being acknowledged by the Holder that neither the Corporation makes no representation Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.10 applies, the determination of whether a Warrant is exercisable and of which portion of the Preferred Stock Warrant is convertible exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and which portion of how many shares of Preferred Stock are convertible shall be in the sole discretion of such HolderWarrant is exercisable, and neither the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether Warrant Agent nor the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other Person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.10, in determining the number of outstanding shares of Common Stock, a Holder or other Person may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ia) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iib) a more recent public announcement by the Corporation Company or (iiic) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request (which may be via email) of a Person that represents that it is or is acting on behalf of a Holder, the Corporation shall Company shall, within two one (21) Trading Days Day, confirm orally and or in writing or by e-mail to such Holder that Person the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred StockWarrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred StockWarrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holderthis Warrant. A Holder, upon Upon delivery of a written notice to the CorporationCompany, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock Warrant held by the Holder and the provisions of this Section 6(d) 3.3.10 shall continue to apply. Any as specified in such notice, provided that any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation Company and shall any such increase or decrease will apply only apply to such the Holder and no its Affiliates and Attribution Parties and not to any other Holderholder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthe Warrant.

Beneficial Ownership Limitation. The Corporation Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any conversion portion of the Preferred Stockthis Option, and a the Holder shall not have the right to convert exercise any portion of this Option, pursuant to the Preferred Stockterms and conditions of this Option and any such exercise shall be null and void and treated as if never made, to the extent that, that after giving effect to such exercise, the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s its Affiliates (such Persons, “Attribution Parties”)) collectively would beneficially own in excess of 49.99% (the Beneficial Ownership Limitation (as defined below)“Maximum Percentage”) of the number of Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Shares beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares Common Shares held by the Holder and its Affiliates plus the number of Common Stock Shares issuable upon conversion exercise of the Preferred Stock this Option with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution PartiesCompany. Except as set forth in the preceding sentence, for For purposes of this Section 6(d2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and of 1934, as amended (the rules and regulations promulgated thereunder provided “1934 Act”). In the event that the Corporation makes no representation issuance of Common Shares to the Holder that such calculation is upon exercise of this Option would, but for this Section 2(d), result in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required and its Affiliates being deemed to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) appliesbeneficially own, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion aggregate, more than the Maximum Percentage of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock (as stated in the most recent determined under Section 13(d) of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission1934 Act), as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth then the number of shares of Common Stock outstanding. Upon the written or oral request (which may Option Shares issuable under this Option shall automatically be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing reduced to such Holder the number of shares of Common Stock then outstanding. In any case, as would result in the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or and its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99collectively owning 49.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock Shares outstanding immediately after giving effect to such exercise, but the issuance of shares of Total Exercise Price shall not be adjusted. Any Common Stock Shares that would otherwise be issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions exercise of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder Option shall be cancelled and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder void and no other Holder. The provisions of longer subject to this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockOption.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Corporation shall not effect any conversion of the Series B Preferred Stock, and a Holder shall not have the right to convert any portion of the Series B Preferred Stock, to the extent that, after giving effect to the an attempted conversion set forth on the an applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (such Personsthe foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Series B Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties Parties, and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stockincluding any warrants) beneficially owned by such Holder or any of its Affiliates Attribution Parties that are subject to a limitation on conversion or Attribution Partiesexercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 6(d6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationCommission. In addition, a determination as to any group status as contemplated above shall be determined for purposes hereof, “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunderof the Commission. For purposes of this Section 6(d6(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (iA) the Corporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a Holder (which may be by email), the Corporation shall, within three (3) Trading Days thereof, confirm in writing to such Holder (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Corporation, including the shares of Series B Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion pursuant to such Notice of this Preferred Stock held by Conversion (to the Holder and the provisions of extent permitted pursuant to this Section 6(d) shall continue 6(c)); provided, however, that by written notice to apply. Any such increase in the Beneficial Ownership Limitation Corporation, which will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Corporation, the Holder and no other Holder. The may waive or amend the provisions of this paragraph shall be construed Section 6(c) to change the Beneficial Ownership Limitation to any other number less than or equal to 19.99%, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6(d6(c) shall continue to correct this paragraph (or apply. The Corporation shall be entitled to rely on representations made to it by the Holder in any portion hereof) which may be defective or inconsistent with the intended Notice of Conversion regarding its Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockLimitation.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stockthis Warrant, pursuant to Section 2 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s Affiliates, and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Persons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value nonexercised portion of Preferred Stock this Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d2(d) applies, the determination of whether the Preferred Stock this Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible this Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted this Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) one Trading Days Day confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stockthis Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder in compliance with this Section 2(d) prior to the issuance of any shares of Preferred StockWarrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holderthis Warrant. A The Holder, upon notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 2(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock Warrant held by the Holder and the provisions of this Section 6(d2(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthis Warrant.

Beneficial Ownership Limitation. The Corporation Company shall not effect any exercise or conversion of the Preferred Stockany Company security, and a Holder the Purchaser shall not have the right to exercise or convert any portion of the Preferred Stockany Company security, to the extent that, that after giving effect to such issuance after exercise or conversion, the conversion set forth on the applicable Notice of Conversion, such Holder Purchaser (together with such Holderthe Purchaser’s Affiliatesaffiliates, and any Persons other persons acting as a group together with such Holder the Purchaser or any of such Holderthe Purchaser’s Affiliates affiliates (such Persons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below); provided, that the Beneficial Ownership Limitation shall not apply in the event that the Company obtains stockholder approval for issuances of shares of Common Stock in excess of the Beneficial Ownership Limitation and otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates the Purchaser and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise or conversion of the Preferred Stock Company security with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) exercise or conversion of the remaining, unconverted Stated Value nonexercised or nonconverted portion of Preferred Stock the Company security to which such determination is being made that is beneficially owned by such Holder the Purchaser or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder the Purchaser or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Purchaser that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)6, in determining the number of outstanding shares of Common Stock, a Holder the Purchaser may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holderthe Purchaser, the Corporation Company shall within two (2) Trading Days trading days confirm orally and in writing to such Holder the Purchaser the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including Company by the Preferred Stock, by such Holder Purchaser or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.9919.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockoutstanding.

Beneficial Ownership Limitation. The Corporation Parent shall not effect any conversion of the Preferred Stockany Conversion Amount, and a Holder the Lender shall not have the right to convert any portion of the Preferred Stock, any Conversion Amount to the extent that, that after giving effect to such issuance of the Conversion Shares after conversion as set forth on the applicable Notice of ConversionConversion Notice, such Holder the Lender (together with such Holder’s the Lender's Affiliates, and any other Persons acting as a group together with such Holder the Lender or any of such Holder’s the Lender's Affiliates (such Persons, “"Attribution Parties”")) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by such Holder the Lender and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Shares issuable upon conversion the Conversion of the Preferred Stock Conversion Amount with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (i) conversion of the remaining, unconverted Stated Value nonconverted portion of Preferred Stock this Agreement beneficially owned by such Holder the Lender or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Parent (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder the Lender or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Lender that the Corporation makes no representation Parent is not representing to the Holder Lender that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder Lender is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 7 applies, the determination of whether the Preferred Stock any amount outstanding under this Agreement is convertible (in relation to other securities owned by such Holder the Lender together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are the amount outstanding under this Agreement is convertible shall be in the sole discretion of such Holderthe Lender, and the submission of a Notice of Conversion shall be deemed to be such Holder’s the Lender's determination of whether the shares of Preferred Stock may be converted such amount is convertible (in relation to other securities owned by such Holder the Lender together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are which portion of such amount is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Parent shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)7, in determining the number of outstanding shares of Common StockShares, a Holder Lender may rely on the number of outstanding shares of Common Stock Shares as stated reflected in the most recent of the following: (iA) the Corporation’s Parent's most recent periodic or annual report filed with the Commissionapplicable securities regulators, as the case may be, (iiB) a more recent public announcement by the Corporation Parent or (iiiC) a more recent written notice by the Corporation Parent or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written or oral request (which may be via email) of a HolderLender, the Corporation Parent shall within two one (21) Trading Days Day confirm orally and in writing to such Holder the Lender the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CorporationParent, including the Preferred Stockamount outstanding under this Agreement, by such Holder the Lender or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock Shares was reported. The “"Beneficial Ownership Limitation” " shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares issuable upon conversion of Preferred Stock held by the applicable Holdersuch amounts. A HolderThe Lender, upon notice to the CorporationParent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 7, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares upon conversion of the amount outstanding under this Preferred Stock Agreement held by the Holder Lender and the provisions of this Section 6(d) 7 shall continue to apply, unless: (A) the Lender, provides the applicable stock exchange with a personal information form pursuant to the rules of such stock exchange, and (B) if required, the form has been approved by such stock exchange. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderParent. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder to this Agreement. Notwithstanding the foregoing, the Beneficial Ownership Limitation shall not apply if the Lender beneficially owns in excess of Preferred Stock9.99% of the number of Shares outstanding immediately before giving effect to the issuance of Conversion Shares issuable upon conversion of any Conversion Amount.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) one Trading Days Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stockthis Warrant, pursuant to Section 1 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s Affiliates, and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such PersonsAffiliates), “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value nonexercised portion of Preferred Stock this Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock this Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution PartiesAffiliates) and of how many shares which portion of Preferred Stock are convertible this Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted this Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of the Preferred Stock are convertiblewhich portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)Section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stockthis Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holderthis Warrant. A The Holder, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock Section, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock Warrant held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthis Warrant. As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stocka Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stocka Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as defined below), and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Persons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Shares issuable upon conversion exercise of the Preferred Stock such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Shares , 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 Shares (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.9 applies, the determination of whether the Preferred Stock a Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible a Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted a Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.9, in determining the number of outstanding shares of Common StockShares , a Holder may rely on the number of outstanding shares of Common Stock Shares as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stocksuch Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred StockWarrants, 9.99%) of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares issuable upon conversion exercise of Preferred Stock held by the applicable Holdera Warrant. A The Holder, upon notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares Common Shares upon exercise of Common Stock upon conversion of this Preferred Stock the Warrant held by the Holder and the provisions of this Section 6(d) 3.3.9 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stocka Warrant.

Beneficial Ownership Limitation. The A Holder may notify the Corporation in writing in the event it elects to be subject to the provisions contained in this Section 6(d); however, no Holder shall be subject to this Section 6(d) unless he, she or it makes such election. If the election is made, (i) the Corporation shall not effect any conversion of the Preferred Stock, and a such Holder shall not have the right to convert all or any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of 4.9%, 9.9%, 19.9% of the Corporation’s Common Stock (or such other amount as a Holder may specify) (the “Beneficial Ownership Limitation Limitation”) and (as defined below)ii) the Corporation shall not permit the Holder to vote, and such Holder shall not have the right vote pursuant to Section 4(b) of this Certificate of Designation, all or any portion of the Preferred Stock that such Holder is not permitted to convert pursuant to the preceding clause (i) (provided, however, that such Holder shall retain the right to vote pursuant to Section 4(c) of this Certificate of Designation to the extent that retaining such right does not cause such Holder to be deemed to beneficially own Conversion Shares within the meaning of Rule 13d-3 promulgated under the Exchange Act. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Accrued Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred StockStock or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Holder shall provide the Corporation with any information reasonably requested by the Corporation in connection with this Beneficial Ownership Limitation and the provisions related thereto, in each case with respect to the Corporation's reporting obligations pursuant to the Securities Act, the Exchange Act, or other federal or state securities regulations. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon By written notice to the Corporation, a Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided such Holder, provided, however, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any any such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCorporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation Company shall not effect affect any conversion exercise of the Preferred Stocka Public Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stocka Public Warrant, pursuant to this Section 4 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionElection to Purchase, such the Holder (together with such the Holder’s Affiliates, and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Personspersons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock such Public Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Public Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company or its subsidiaries 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 instruments that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)4.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 4.3.10 applies, the determination of whether the Preferred Stock a Public Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible a Public Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted a Public Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of a Public Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)4.3.10, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company, or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) one Trading Days Day confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stocksuch Public Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred StockPublic Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holdera Public Warrant. A The Holder, upon notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 4.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock Public Warrant held by the Holder and the provisions of this Section 6(d) 4.3.10 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 4.3.10 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthis Public Warrant.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a A Holder shall not have the right to convert exercise any portion of the Preferred Stock, Warrants to the extent that, that after giving effect to the conversion issuance of Warrant ADSs as set forth on the applicable Notice of ConversionElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s Affiliates (such Personsor person’s Affiliates), “Attribution Parties”)) would beneficially own in excess of 4.99% (or, at the election of the Holder prior to the issuance of the Warrants, 9.99%) (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Ordinary Shares. For purposes of the foregoing sentence, the number of shares of Common Stock Ordinary Shares beneficially owned by such Holder and its Affiliates and Attribution Parties a person shall include the number of shares Ordinary Shares underlying ADSs held by the Holder plus the number of Common Stock Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon conversion exercise of the Preferred Stock Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon Ordinary Shares (i) conversion underlying the Warrant ADSs which would be issuable upon exercise of the remaining, unconverted Stated Value of Preferred Stock non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of underlying any other securities of the Corporation Company held by such Holder or its Affiliates that are exercisable or convertible into Ordinary Shares and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that neither the Corporation makes no representation Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.10 applies, the determination of whether the Preferred Stock a Warrant is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) exercisable and of how many shares the number of Preferred Stock Warrants that are convertible exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion an Election to Purchase shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates Warrant is exercisable and Attribution Parties) and how many shares of the Preferred Stock number of Warrants that are convertibleexercisable, in each case subject to and neither the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to Warrant Agent nor the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.10, in determining the number of outstanding shares of Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Common Stock Ordinary Shares as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock Ordinary Shares outstanding. Upon For any reason at any time, upon the written or oral request (which may be via email) of a person that represents that it is or is acting on behalf of a Holder, the Corporation shall Company shall, within two (2) Trading Days Days, confirm orally and or in writing or by e-mail to such Holder that person the number of shares of Common Stock Ordinary Shares then outstanding. In any case, the number Upon delivery of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon written notice to the CorporationCompany, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 6(d) applicable to its Preferred Stock 9.99% as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation Company and shall any such increase or decrease will apply only apply to such the Holder and no its Affiliates and not to any other Holderholder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockcontained.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a the Holder shall not have the right to convert exercise any portion of the Preferred Stockthis Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as such term is defined in Rule 405 promulgated under the Securities Act), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Personspersons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.4 applies, the determination of whether the Preferred Stock this Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible this Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted this Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.4, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a the Holder, the Corporation Company shall within two (2) Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stocksuch Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holderthis Warrant. A The Holder, upon notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 3.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock Warrant held by the Holder and the provisions of this Section 6(d) 3.4 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthis Warrant.

Beneficial Ownership Limitation. The Corporation Notwithstanding anything herein to the contrary, the Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stockthis Warrant, to the extent that, after giving effect to upon such exercise, the conversion set forth on the applicable Notice number of Conversion, shares of Common Stock then beneficially owned by such Holder (together and its Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s Affiliatesfor purposes of Section 13(d) of the Exchange Act, including shares held by any “group” of which such Holder is a member, but excluding shares beneficially owned 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 limitation set forth hereinafter, would exceed 4.9% (or, at the election of such Holder that is neither Deerfield Private Design Funds III, L.P., Deerfield Partners, L.P. nor an Affiliate of either of the foregoing made by delivering at least 61 days advance written notice to the Company of its intention to increase the beneficial ownership cap applicable to such Holder, 9.9%) of the total number of shares of Common Stock then issued and outstanding (the “Beneficial Ownership Cap”); provided that the Beneficial Ownership Cap shall not apply to the extent that the Common Stock is not deemed to constitute an “equity security” pursuant to Rule 13d-1(i) under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and any Persons acting as a group together with the percentage beneficially owned by such Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. For purposes hereof, each Holder may rely on the number of outstanding shares of Common Stock as set forth in the Company’s most recent annual report filed with the Securities and Exchange Commission, or any report filed by the Company with the Securities and Exchange Commission subsequent thereto, in each case, unless the Company has confirmed to such Holder the number of shares of Common Stock outstanding as provided in the next sentence (in which case such Holder may rely upon such confirmation). Upon the written request of such Holder’s Affiliates , the Company shall, within two (2) trading days, confirm in writing to such Persons, “Attribution Parties”)) would beneficially own Holder the number of shares of Common Stock then outstanding. Each delivery of a Notice of Exercise by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in excess this paragraph and determined that the issuance of the Beneficial Ownership Limitation (as defined below)full number of shares of Common Stock requested in such Notice of Exercise is permitted under this paragraph. For purposes of the foregoing sentencethis paragraph, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion exercise of this Warrant pursuant to the Preferred Stock Notice of Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (iA) conversion exercise of the remaining, unexercised portion of this Warrant, and (B) exercise, exchange or conversion of the unexercised, unexchanged or unconverted Stated Value portion of Preferred Stock any other securities of the Company subject to a limitation on conversion, exchange or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates or Attribution Parties Affiliates. Notwithstanding the foregoing, the Beneficial Ownership Cap shall be disregarded (i) for purposes of determining the number of Shares to be reserved for issuance in accordance with Section 4(b) and (ii) in determining the number, kind and amount of securities, cash or other property that the Holder would be entitled to receive in respect of shares issuable upon exercise of this Warrant as a result of a Corporate Reorganization, Share Reclassification, Share Split, Special Distribution or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, event for purposes of this any adjustment required under Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock5.”

Beneficial Ownership Limitation. The Corporation Notwithstanding any other provision if this Subscription Agreement to the contrary, the Company shall not give effect to any conversion of the Preferred StockOptional Subscription, and a Holder the undersigned shall not have the no right to convert make any portion of the Preferred StockOptional Subscription, to the extent that, that after giving effect to the conversion issuance of Optional Shares pursuant to such Optional Subscription as set forth on the applicable Notice of ConversionElection Notice, such Holder the undersigned (together with such Holderthe undersigned’s affiliates (within the meaning of Rule 144(a) under the Securities Act) (“Affiliates”) and any other persons whose beneficial ownership of the Company’s common stock would be aggregated with the undersigned’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including any Persons acting as “group” of which the undersigned is a group together with such Holder or any of such Holder’s Affiliates member (such Personspersons, “Attribution Parties”)) , would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holdercalculated, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group “group” status as contemplated above shall be determined made, in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in In determining the number of outstanding shares of Common Stock, a Holder the undersigned may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (i) the CorporationCompany’s most recent periodic or annual report filed with the CommissionSEC, as the case may be, (ii) a more recent public announcement by the Corporation Company or (iii) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon its transfer agent; and upon the written or oral request (which may be via email) of a Holderthe undersigned, the Corporation Company shall within two (2) Trading Days business days confirm orally and in writing to such Holder the undersigned the number of shares of Common Stock then outstanding. In any caseFor purposes of this paragraph, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99means 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock Optional Shares issuable pursuant to the relevant Optional Subscription. The undersigned, upon conversion of this Preferred Stock held by the Holder written notice to and the provisions written consent of this Section 6(d) shall continue to apply. Any the Company, may increase the Beneficial Ownership Limitation; provided, however, that no such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) calendar day after such notice written consent is delivered to provided by the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a such manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements as is necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthe Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a A Holder shall not have the right to convert exercise any portion of the Preferred Stock, Warrants to the extent that, that after giving effect to the conversion issuance of Warrant Shares after exercise as set forth on the applicable Notice of ConversionElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s Affiliates (such Personsor person’s Affiliates), “Attribution Parties”)) would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties a person shall include the number of shares of Common Stock Warrant Shares that would be owned by that person issuable upon conversion exercise of the Preferred Stock Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value of Preferred Stock non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates or Attribution Parties and (iib) exercise or conversion of the unexercised or unconverted portion of underlying any other securities of the Corporation Company held by such Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.9. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that neither the Corporation makes no representation Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.9 applies, the determination of whether the Preferred Stock a Warrant is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) exercisable and of how many shares the number of Preferred Stock Warrants that are convertible exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion an Election to Purchase shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates Warrant is exercisable and Attribution Parties) and how many shares of the Preferred Stock number of Warrants that are convertibleexercisable, in each case subject to and neither the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to Warrant Agent nor the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.9, in determining the number of outstanding shares of Common Stock, a Holder or other person may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ia) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iib) a more recent public announcement by the Corporation Company or (iiic) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request (which may be via email) of a person that represents that it is or is acting on behalf of a Holder, the Corporation shall Company shall, within two (2) Trading Days Days, confirm orally and or in writing or by e-mail to such Holder that person the number of shares of Common Stock then outstanding. In any case, the number Upon delivery of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon written notice to the CorporationCompany, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock any other percentage as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation Company and shall any such increase or decrease will apply only apply to such the Holder and no its Affiliates and not to any other Holderholder of Warrants. The provisions of this paragraph Section 3.3.9 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.9 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockcontained.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stockthis Warrant, pursuant to Section 2 or otherwise, to the extent that, that after giving effect to such issuance after exercise the conversion set forth on the applicable Notice of Conversion, such Holder (together with such the Holder’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Personsaffiliates), “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (iA) conversion exercise of the remaining, unconverted Stated Value nonexercised portion of Preferred Stock this Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Company (including, without limitation, any other Common Stock equivalents), subject to a limitation on conversion or exercise analogous to the limitation contained herein (includingherein, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d)2.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 2.4 applies, the determination of whether the Preferred Stock this Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Partiesaffiliates) and of how many shares which portion of Preferred Stock are convertible this Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion an Election to Purchase Shares (in the form attached hereto as Exhibit ‘A’) shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted this Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Partiesaffiliates) and how many shares of the Preferred Stock are convertiblewhich portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) Trading Days trading days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stockthis Warrant, by such the Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.999.9% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holderthis Warrant. A The Holder, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held 2.4 by an amount determined by the Holder and the provisions of this Section 6(d) shall continue to applyin its sole discretion. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph Section 2.4 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 2.4 as may be necessary to correct this paragraph (or any portion hereof) hereof which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 2.4 shall apply to a successor holder of Preferred Stockthis Warrant.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion In implementation of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stockthis Section 4.13, to the extent thatthat an issuance of Additional Shares would result in a Purchaser or any of its Attribution Party’s (as defined in the Warrant) beneficially owning in excess of 4.99% (or, after giving effect upon election by a Purchaser prior to the conversion set forth on issuance of any Securities, up to 9.99%) (the applicable Notice “Maximum Percentage”) of Conversionthe Common Stock, then the Company shall initially issue only such Holder number of Additional Shares that would result in such Purchaser (together with such HolderPurchaser’s AffiliatesAttribution Parties) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Additional Shares shall be issuable under this Section 4.13 but instead held in abeyance pursuant to this Section 4.13. After such initial issuance, and any Persons acting as a group until all Additional Shares which otherwise would have been issued under this Section 4.13 have been issued, from time to time the Company will issue such number of such unissued Additional Shares so that such Purchaser (together such Purchaser’s Attribution Parties) will beneficially own only the Maximum Percentage of the Common Stock. Such Purchaser shall make written representations and warranties to the Company regarding its (together with its Attribution Parties) beneficial ownership to effectuate the foregoing. The Maximum Percentage limitation contained in this paragraph and Section 2(e) of the Warrants issued to such Holder or any Purchaser pursuant to this Agreement shall be coordinated so that the aggregate beneficial ownership of such Holder’s Affiliates Purchaser (such Persons, “together with its Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation Parties (as defined below)in the Warrant) does not exceed the Maximum Percentage limitation. In connection therewith, issuances pursuant to this Section 4.13 shall take precedence over issuances of any Warrant Shares issuable to such Purchaser. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the 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 assignees of such Purchaser hereunder. For the purposes of the foregoing sentencethis paragraph, the number of shares of Common Stock beneficially owned by such Holder beneficial ownership and its Affiliates all determinations and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein calculations (including, without limitation, the Preferred Stockwith respect to calculations of percentage ownership) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation Company shall not be required to effect any conversion exercise of the Preferred Stocka Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stocka Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as defined below), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Personspersons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.9 applies, the determination of whether the Preferred Stock a Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible a Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted a Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) one Trading Days Day confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stocksuch Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred StockWarrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable Holdera Warrant. A The Holder, upon written notice to the CorporationCompany and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock a Warrant held by the Holder and the provisions of this Section 6(d) 3.3.9 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stocka Warrant.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stocka Warrant, and a the Holder shall not have the right to convert exercise any portion of the Preferred Stocka Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as such term is defined in Rule 405 promulgated under the Securities Act), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Personspersons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.4 applies, the determination of whether the Preferred Stock Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible the Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted a Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of which portion of the Preferred Stock are convertibleWarrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.4, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a the Holder, the Corporation Company shall within two (2) Trading Days trading days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stocksuch Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion exercise of Preferred Stock held by the applicable HolderWarrant. A The Holder, upon notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 3.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion exercise of this Preferred Stock the Warrant held by the Holder and the provisions of this Section 6(d) 3.4 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 34 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthe Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything in this Certificate of Designation to the contrary, the Corporation shall not effect any conversion of the Series A Preferred Stock, and a Holder shall not have the right to convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to the an attempted conversion set forth on the an applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (such Personsthe foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Series A Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties Parties, and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stockincluding any warrants) beneficially owned by such Holder or any of its Affiliates Attribution Parties that are subject to a limitation on conversion or Attribution Partiesexercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 6(d6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationCommission. In addition, a determination as to any group status as contemplated above shall be determined for purposes hereof, “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunderof the Commission. For purposes of this Section 6(d6(c), it is understood that the number of shares of Common Stock beneficially owned by each Holder shall be aggregated with each other Holder for purposes of Section 13(d) of the Exchange Act. For purposes of this Section 6(c), in determining the number of outstanding shares of Common Stock, absent actual knowledge of such Holder to the contrary, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (iA) the Corporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a Holder (which may be by email with confirmation), the Corporation shall, within three Trading Days thereof, confirm in writing to such Holder (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Corporation, including the shares of Series A Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Holder. The initial “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion pursuant to such Notice of Conversion (to the extent permitted pursuant to this Preferred Stock held Section 6(c)). The Corporation shall be entitled to rely on representations made to it by the Holder and the provisions in any Notice of this Section 6(d) shall continue to apply. Any such increase in the Conversion regarding its Beneficial Ownership Limitation Limitation. Notwithstanding the foregoing, by written notice to the Corporation, (i) which will not be effective until the 61st sixty-first (61st) day after such written notice is delivered to the Corporation, the Holder may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed the limits under Nasdaq Marketplace Rule 5635(d), to the extent then applicable and (ii) which will be effective immediately after such notice is delivered to the Corporation and shall only apply to such Corporation, the Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with may reset the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply percentage to a successor holder lower percentage. Upon such a change by a Holder of Preferred Stockthe Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6(c).

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Series E Preferred Stock, and a Holder shall not have the right to convert any portion of the Series E Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (would beneficially own in excess of the Holder Beneficial Ownership Limitation, or such Holder together with such Holder’s Affiliates, Affiliates and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Affiliates Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series E Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Series E Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by each Holder that the Corporation makes no representation is not representing to the such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d6(c) applies, the determination of whether the Series E Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Series E Preferred Stock are convertible shall be in the sole discretion reasonable judgment of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Holder Beneficial Ownership Limitation or the Affiliates Beneficial Ownership Limitation, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d6(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series E Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Holder Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Series E Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the The “Affiliates Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Series E Preferred Stock held by the applicable Holder and the provisions of this Section 6(d) shall continue to applyits Affiliates. Any such increase in the The Holder Beneficial Ownership Limitation will not be effective until together with the 61st day after such notice Affiliates Beneficial Ownership Limitation is delivered to collectively known as the Corporation and shall only apply to such Holder and no other Holder. “Beneficial Ownership Limitation.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d6(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Series E Preferred Stock.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) one Trading Days Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this the Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The Beneficial Ownership Limitation shall not be waived by the Corporation or the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion In implementation of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stockthis Section 4.18, to the extent thatthat an issuance of Additional Shares would result in a Purchaser or any of its Attribution Party’s (as defined in the Warrant) beneficially owning in excess of 4.99% (the “Maximum Percentage”) of the Common Stock, after giving effect to then the conversion set forth on the applicable Notice Company shall initially issue only such number of Conversion, Additional Shares that would result in such Holder Purchaser (together with such HolderPurchaser’s AffiliatesAttribution Parties) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Additional Shares shall be issuable under this Section 4.18 but instead held in abeyance pursuant to this Section 4.18. After such initial issuance, and any Persons acting as a group until all Additional Shares which otherwise would have been issued under this Section 4.18 have been issued, from time to time the Company will issue such number of such unissued Additional Shares so that such Purchaser (together such Purchaser’s Attribution Parties) will beneficially own only the Maximum Percentage of the Common Stock. Such Purchaser shall make written representations and warranties to the Company regarding its (together with its Attribution Parties) beneficial ownership to effectuate the foregoing. The Maximum Percentage limitation contained in this paragraph and the limitation on exercise contained in Section 4.19(b) and Section 2(e) of the Warrants issued to such Holder or any Purchaser pursuant to this Agreement shall be coordinated so that the aggregate beneficial ownership of such Holder’s Affiliates Purchaser (such Persons, “together with its Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation Parties (as defined below)in the Warrant) does not exceed the Maximum Percentage limitation. In connection therewith, issuances pursuant to this Section 4.18 shall take precedence over issuances of any Warrant Shares issuable to such Purchaser. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the 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 assignees of such Purchaser hereunder. For the purposes of the foregoing sentencethis paragraph, the number of shares of Common Stock beneficially owned by such Holder beneficial ownership and its Affiliates all determinations and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein calculations (including, without limitation, the Preferred Stockwith respect to calculations of percentage ownership) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation Notwithstanding any other provision of this Agreement, the Investor shall not effect any conversion of the Preferred Stockpurchase or acquire, and a Holder shall not or be obligated or have the right to convert purchase or acquire, any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of pursuant to this Agreement which, when aggregated with all other shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock then beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject as calculated pursuant to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the rules Investor and regulations promulgated thereunder provided its Affiliates, would result in the beneficial ownership by the Investor of more than 4.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). If the Company issues a Fixed Purchase Notice with respect to any Fixed Purchase or a Forward Purchase Notice with respect to any Forward Purchase that would cause the Corporation makes no representation aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that Rule 13d-3 promulgated thereunder) by the Holder is solely responsible for any schedules required Investor and its Affiliates to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to exceed the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will such Fixed Purchase Notice and/or Forward Purchase Notice shall be deemed to represent void ab initio to the Corporation each time it delivers a extent of the amount by which the number of shares of Common Stock otherwise issuable pursuant to such Fixed Purchase Notice or Forward Purchase Notice, together with all shares of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation Common Stock then beneficially owned (as calculated pursuant to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations Rule 13d-3 promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by Investor and its Affiliates, would exceed the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstandingBeneficial Ownership Limitation. Upon the written or oral request (which may be via email) of a Holderthe Investor, the Corporation Company shall within two promptly (2but not later than the next Trading Day) Trading Days confirm orally and or in writing to such Holder the Investor the number of shares of Common Stock then outstanding. In any case, The Investor and the number of outstanding shares of Common Stock Company shall be determined after giving effect each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s written certification to the conversion or exercise of securities Company of the Corporation, including applicability of the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” , and the resulting effect thereof hereunder at any time, shall be 4.99% (or, upon election by a Holder prior conclusive with respect to the issuance applicability thereof and such result absent manifest error. Upon delivery of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon a written notice to the CorporationCompany, the Investor may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other amount of this Section 6(d) applicable to its Preferred Common Stock provided that the Beneficial Ownership Limitation not in no event exceeds excess of 9.99% of the number of shares of the Common Stock then issued and outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any as specified in such notice; provided that any such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such written notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph Section 2.4 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 2.4 to the extent necessary to correct this paragraph Section 2.4 (or any portion hereofof this Section 2.4) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein in this Section 2.4 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockSection 2.4 may not be waived by the Company or the Investor.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Series A Preferred StockShares, and a Holder shall not have the right to convert any portion of the Series A Preferred StockShares, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by such Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock Shares issuable upon conversion of the Series A Preferred Stock Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Series A Preferred Stock Shares beneficially owned by such Holder or any of its Affiliates or Attribution Parties affiliates, and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stockincluding any warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d1.1(3), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d1.1(3) applies, the determination of whether the Series A Preferred Stock is Shares are convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Partiesaffiliates) and of how many shares of Series A Preferred Stock Shares are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Series A Preferred Stock Shares may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Partiesaffiliates) and how many shares of the Series A Preferred Stock Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it he or she delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph Section 4.4(3) and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 6(d1.1(3), in determining the number of outstanding shares of Common StockShares, a Holder may rely on the number of outstanding shares of Common Stock Shares as stated in the most recent of the following: (iA) the Corporation’s most recent periodic or annual report filed filing with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation or (iiiC) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series A Preferred StockShares, by such Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its his or her Series A Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to applyShares. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation Corporations and shall only apply to such Holder and no other Holder. The provisions of this paragraph Section 1.1(3) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d1.1(3) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 1.1(3) shall apply to a successor holder of Series A Preferred StockShares.

Beneficial Ownership Limitation. The Corporation Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stocka Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the conversion such issuance after exercise as set forth on the applicable Notice of ConversionExercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as defined below), and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates (such Persons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Shares issuable upon conversion exercise of the Preferred Stock such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value non-exercised portion of Preferred Stock such Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Corporation Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, 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 Shares (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.10 applies, the determination of whether the Preferred Stock a Warrant is convertible exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are convertible a Warrant is exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted a Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertiblewhich portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.10, in determining the number of outstanding shares of Common StockShares, a Holder may rely on the number of outstanding shares of Common Stock Shares as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company, or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stocksuch Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred StockWarrants, 9.99%) of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares issuable upon conversion exercise of Preferred Stock held by the applicable Holdera Warrant. A The Holder, upon notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares upon conversion exercise of this Preferred Stock Warrant held by the Holder and the provisions of this Section 6(d) 3.3.10 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.10 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockthis Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred StockStock or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such HolderHolder (provided that such determination by Holder shall be reasonably acceptable to the Corporation), and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease waive the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock Stock, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(dsuch waiver (i) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and Corporation, (ii) shall only apply to such Holder and no other HolderHolder and (iii) will not be effective to the extent such waiver would require the prior approval of the Corporation’s stockholders, unless such approval has been obtained. If such stockholder approval is required and has not been obtained, the Corporation shall use its commercially reasonable efforts to timely obtain such stockholder approval. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation Notwithstanding anything herein to the contrary, the Company shall not effect any conversion of the Series A Common Equivalent Preferred Stock, and a Holder shall not have the right to convert any portion of the Series A Common Equivalent Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, upon such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentenceconversion, the number of shares of Class A Common Stock then beneficially owned by such Holder and its Attribution Parties, but excluding shares beneficially owned 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 limitation set forth hereinafter, would exceed 4.9% of the total number of shares of Class A Common Stock then issued and outstanding (the “Beneficial Ownership Cap”); provided that the Beneficial Ownership Cap shall not apply to the extent that the Class A Common Stock is not deemed to constitute a Registered Equity Security. For purposes hereof, the Company may rely, in good faith, on the Beneficial Ownership Representation (as defined below) deemed to be made by such Holder by its delivery of a Notice Conversion to the Company. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the percentage beneficially owned by such Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. For purposes hereof, each Holder may rely on the number of outstanding shares of Class A Common Stock as set forth in the Company’s most recent annual report filed with the SEC, or any report filed by the Company with the SEC subsequent thereto, in each case, unless the Company has confirmed to such Holder the number of shares of Class A Common Stock outstanding as provided in the next sentence (in which case such Holder may rely upon such confirmation). Upon the written request of such Holder, the Company shall, within two Trading Days, confirm in writing to such Holder the number of shares of Class A Common Stock then outstanding. Each delivery of a Notice of Conversion by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined that the issuance of the full number of shares of Class A Common Stock requested in such Notice of Conversion is permitted under this paragraph (the “Beneficial Ownership Representation”). For purposes of this Section 6(b), the number of shares of Class A Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Class A Common Stock issuable upon conversion of the Series A Common Equivalent Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Class A Common Stock which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Series A Common Equivalent Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties Affiliates, and (iiB) exercise exercise, exchange or conversion of the unexercised unexercised, unexchanged or unconverted portion of any other securities of the Corporation Company subject to a limitation on conversion conversion, exchange or exercise analogous to the limitation contained herein (including, without limitation, including the Series A Preferred StockStock and any other class or series of Preferred Stock and warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockAffiliates.

Beneficial Ownership Limitation. The Corporation Notwithstanding anything to the contrary contained herein, the Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a the Holder shall not have the right to convert any portion exercise this Warrant, for a number of the Preferred Stock, to the extent Warrant Shares in excess of that number of Warrant Shares that, after upon giving effect to such exercise, would cause (a) the conversion set forth on the applicable Notice aggregate number of Conversion, shares of Common Stock beneficially owned by such Holder (together and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such the Holder’s Affiliatesfor purposes of Section 13(d) of the Exchange Act to exceed [·] of the total number of shares of the Common Stock outstanding following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by such Holder and its Affiliates and any other Persons acting as a group together whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates (such Persons, “Attribution Parties”)for purposes of Section 13(d) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below)Exchange Act to exceed [·] of the combined voting power of all of the securities of the Company outstanding following such exercise. For purposes of the foregoing sentence, the number of shares of Common Stock or voting securities beneficially owned by such the Holder and its Affiliates and Attribution Parties any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock or other voting securities which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value unexercised portion of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties this Warrant and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (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 (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesin this Section 13. Except as set forth in the preceding sentence, for purposes of this Section 6(d)13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph 13 shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) so as to correct this paragraph (or any portion hereof) which may be defective or inconsistent with effectuate the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockcontained.

Beneficial Ownership Limitation. The Corporation shall not effect affect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) [4.99]/[9.99]% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon By written notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation which will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply Corporation, a Holder may increase or decrease the Beneficial Ownership Limitation applicable solely to such Holder and no to such other percentage limit as may be determined by the Holder, not to exceed 9.99%, provided that any increase in the Beneficial Ownership Limitation shall not be effective until the 61st day after such notice is delivered to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation Parent shall not effect any conversion of the Preferred Stockany Conversion Amount, and a Holder the Lender shall not have the right to convert any portion of the Preferred Stock, any Conversion Amount to the extent that, that after giving effect to such issuance of the Conversion Shares after conversion as set forth on the applicable Notice of ConversionConversion Notice, such Holder the Lender (together with such Holderthe Lender’s Affiliates, and any other Persons acting as a group together with such Holder the Lender or any of such Holderthe Lender’s Affiliates (such Persons, “Attribution Parties”)) ), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by such Holder the Lender and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Shares issuable upon conversion the Conversion of the Preferred Stock Conversion Amount with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (i) conversion of the remaining, unconverted Stated Value nonconverted portion of Preferred Stock this Agreement beneficially owned by such Holder the Lender or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Corporation Parent (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder the Lender or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Lender that the Corporation makes no representation Parent is not representing to the Holder Lender that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder Lender is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 7 applies, the determination of whether the Preferred Stock any amount outstanding under this Agreement is convertible (in relation to other securities owned by such Holder the Lender together with any Affiliates and Attribution Parties) and of how many shares which portion of Preferred Stock are the amount outstanding under this Agreement is convertible shall be in the sole discretion of such Holderthe Lender, and the submission of a Notice of Conversion shall be deemed to be such Holderthe Lender’s determination of whether the shares of Preferred Stock may be converted such amount is convertible (in relation to other securities owned by such Holder the Lender together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are which portion of such amount is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Parent shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)7, in determining the number of outstanding shares of Common StockShares, a Holder Lender may rely on the number of outstanding shares of Common Stock Shares as stated reflected in the most recent of the following: (iA) the CorporationParent’s most recent periodic or annual report filed with the Commissionapplicable securities regulators, as the case may be, (iiB) a more recent public announcement by the Corporation Parent or (iiiC) a more recent written notice by the Corporation Parent or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written or oral request (which may be via email) of a HolderLender, the Corporation Parent shall within two one (21) Trading Days Day confirm orally and in writing to such Holder the Lender the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CorporationParent, including the Preferred Stockamount outstanding under this Agreement, by such Holder the Lender or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock Shares was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares issuable upon conversion of Preferred Stock held by the applicable Holdersuch amounts. A HolderThe Lender, upon notice to the CorporationParent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock 7, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares upon conversion of the amount outstanding under this Preferred Stock Agreement held by the Holder Lender and the provisions of this Section 6(d) 7 shall continue to apply, unless: (A) the Lender, provides the applicable stock exchange with a personal information form pursuant to the rules of such stock exchange, and (B) if required, the form has been approved by such stock exchange. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderParent. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder to this Agreement. Notwithstanding the foregoing, the Beneficial Ownership Limitation shall not apply if the Lender beneficially owns in excess of Preferred Stock9.99% of the number of Shares outstanding immediately before giving effect to the issuance of Conversion Shares issuable upon conversion of any Conversion Amount.

Beneficial Ownership Limitation. The Corporation shall Notwithstanding anything else to the foregoing herein (including Section 6(b)), the Company may not effect any conversion of the Preferred Stock, and a Holder shall will not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below)Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall affiliates will include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (iA) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties affiliates, and (iiB) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stockincluding any warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall will be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Partiesaffiliates) and of how many shares of Preferred Stock are convertible shall will be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall will be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Partiesaffiliates) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall Company will have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed filing with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation Company shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CorporationCompany, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to applyStock. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation Company and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall will be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall will apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a A Holder shall not have the right to convert exercise any portion of the Preferred Stock, Warrants to the extent that, that after giving effect to the conversion issuance of Warrant Shares after such exercise as set forth on the applicable Notice of ConversionElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s Affiliates (such Personsor person’s Affiliates), “Attribution Parties”)) would beneficially own in excess of 4.99% (the “Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties a person shall include the number of shares of Common Stock Warrant Shares that would be owned by that person issuable upon conversion exercise of the Preferred Stock Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon Warrant Shares (i) conversion which would be issuable upon exercise of the remaining, unconverted Stated Value of Preferred Stock non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of underlying any other securities of the Corporation Company held by such Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 6(d)3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that neither the Corporation makes no representation Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 3.3.10 applies, the determination of whether the Preferred Stock a Warrant is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) exercisable and of how many shares the number of Preferred Stock Warrants that are convertible exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion an Election to Purchase shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates Warrant is exercisable and Attribution Parties) and how many shares of the Preferred Stock number of Warrants that are convertibleexercisable, in each case subject to and neither the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to Warrant Agent nor the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)3.3.10, in determining the number of outstanding shares of Common Stock, a Holder or other person may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (iA) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Corporation Company or (iiiC) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request (which may be via email) of a person that represents that it is or is acting on behalf of a Holder, the Corporation shall Company shall, within two (2) Trading Days Days, confirm orally and or in writing or by e-mail to such Holder that person the number of shares of Common Stock then outstanding. In any case, the number Upon delivery of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon written notice to the CorporationCompany, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 6(d) applicable to its Preferred Stock 9.99% as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation Company and shall any such increase or decrease will apply only apply to such the Holder and no its Affiliates and not to any other Holderholder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockcontained.

Beneficial Ownership Limitation. The Corporation Parties hereby agree that as of August 19, 2011 all Issued Securities and all rights to obtain any Common Stock issued or issuable by RPC to Plaintiffs and all Common Stock currently owned by the Plaintiffs, including Settlement Shares issued in connection with the Initial Share Conversions (collectively the “RPC Securities”) are hereby subject to the following: (a) Notwithstanding anything to the contrary contained in this Final Agreement or the Notes, the Company shall not effect any exercise of any warrant, conversion of the Preferred any note or issuance of its shares of Common Stock, and a Holder shall not have the right to convert exercise any portion of any warrant, convert any Note or receive any additional shares of Common Stock, pursuant to any RPC Security and the Preferred StockCompany may not issue any shares of Common Stock on any Installment Payment Date or otherwise under the Notes or pursuant to this Final Agreement, to the extent that, after giving effect (but only to the conversion set forth on extent) that the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s its Affiliates (such Personsor any person(s) acting as a “group” with the Holder or its Affiliates, “Attribution Parties”)would be the Beneficial Owner(s) would beneficially own of in excess of the Beneficial Ownership Limitation Maximum Percentage. To the extent the above limitation applies, the determination of whether the Notes shall be convertible or any warrants shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its Affiliates) and of which such RPC Securities shall be convertible, exercisable or exchangeable (as defined belowamong all such securities owned by the Holder and its Affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). For purposes No prior inability to convert the Notes, exercise warrants or to issue shares of Common Stock, pursuant to this Section 8 shall have any effect on the applicability of the foregoing sentenceprovisions of this Section 8 with respect to any subsequent determination of convertibility or exercise. (b) For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock beneficially owned then outstanding. (c) It is expressly acknowledged by such the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation Company is not representing to the Holder that such any calculation by the Holder of its Beneficial Ownership or the Maximum Percentage is in compliance with Section 13(d) of the Exchange Act or the rules and that regulations thereunder, and the Holder is shall be solely responsible for the accuracy of any schedules required to be filed in accordance therewith. To Delivery of all shares of Common Stock to each Holder, its Affiliates and any other persons acting as a group (as defined in Section 13(d) of the extent Exchange Act) with such Holder will be subject to the Maximum Percentage. (d) In the event the exercise of the rights described in this Final Agreement or in the Notes would or could result in the issuance of an amount of Common Stock that would exceed the limitation contained foregoing Maximum Percentage that may be issued to a Plaintiff calculated in the manner described in this Section 6(d) applies8, then the issuance of such additional shares of Common Stock to such Plaintiff will be deferred in whole or in part until such time as such Plaintiff is able to Beneficially Own such Common Stock without exceeding the Maximum Percentage set forth calculated in the manner described in this Section 8. For all purposes of this Final Agreement and the Notes, the determination calculation of whether the Preferred amount of Common Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and that would be deliverable, but for the application of how many shares the provisions of Preferred Stock are convertible this Section 8, shall be in made as of the sole discretion date otherwise required to be calculated hereunder or under the Notes, notwithstanding the postponement of delivery of such Holder, and the submission Common Stock. (e) For all purposes of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In additionSection 8, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)8, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (i) the CorporationCompany’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities RPC Securities or issuance of shares of Common Stock pursuant to the Corporation, including the Preferred StockSettlement Agreement and this Final Agreement, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. . (f) The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph 8 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) 8 to correct this paragraph Section 8 (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation Maximum Percentage herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 8 shall apply to a successor holder in interest to the Company and any successor Holder of Preferred Stockany of the RPC Securities.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a A Holder shall not have the right to convert any portion of the Preferred Stock, exercise this Warrant to the extent that, that after giving effect to the conversion issuance of Warrant Shares after exercise as set forth on the applicable Notice of ConversionExercise, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any Persons other persons acting as a group together with such that Holder or person or any of such Holderthat Xxxxxx’s Affiliates (such Personsor person’s Affiliates), “Attribution Parties”)) would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s ADS. For purposes of the foregoing sentence, the number of shares of Common Stock ADS beneficially owned by such Holder and its Affiliates and Attribution Parties a person shall include the number of shares of Common Stock Warrant Shares that would be owned by that person issuable upon conversion exercise of the Preferred Stock Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock ADS (a) which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value of Preferred Stock non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates or Attribution Parties and (iib) exercise or conversion of the unexercised or unconverted portion of underlying any other securities of the Corporation Company held by such Holder or its Affiliates that are exercisable or convertible into ADS subject to a limitation on conversion or exercise that is analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesin this Section 3(f). Except as set forth in the preceding sentence, for purposes of this Section 6(d3(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by the Holder that the Corporation makes no representation Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d3(f) applies, the determination of whether the Preferred Stock a Warrant is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) exercisable and of how many shares the number of Preferred Stock Warrants that are convertible exercisable shall be in the sole discretion of such the Holder, and the submission of a Notice of Conversion Exercise shall be deemed to be such the Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates Warrant is exercisable and Attribution Parties) and how many shares of the Preferred Stock number of Warrants that are convertibleexercisable, in each case subject to and neither the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to Warrant Agent nor the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d3(f), in determining the number of outstanding shares of Common StockADS, a Holder or other person may rely on the number of outstanding shares of Common Stock ADS as stated reflected in the most recent of the following: (ia) the CorporationCompany’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iib) a more recent public announcement by the Corporation Company or (iiic) a more recent written notice by the Corporation Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock ADS outstanding. Upon For any reason at any time, upon the written or oral request (which may be via email) of a person that represents that it is or is acting on behalf of a Holder, the Corporation shall Company shall, within two (2) Trading Days Days, confirm orally and or in writing or by e-mail to such Holder that person the number of shares of Common Stock ADS then outstanding. In any case, the number Upon delivery of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon written notice to the CorporationCompany, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 6(d) applicable to its Preferred Stock 9.99% as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Corporation Company and shall any such increase or decrease will apply only apply to such the Holder and no its Affiliates and not to any other Holderholder of Warrants. The provisions of this paragraph Section 3(f) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d3(f) to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockcontained.

Beneficial Ownership Limitation. The Corporation Notwithstanding anything herein to the contrary, the Company shall not effect any conversion exercise of the Preferred Stockthis Warrant, and a Holder shall not have the right to convert exercise any portion of the Preferred Stockthis Warrant, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversionsuch exercise, such Holder Person (together with such Holder’s AffiliatesPerson's affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (such Persons, the “Attribution PartiesExchange Act”), and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), including any “group” of which the Holder is a member) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion exercise of the Preferred Stock this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (i) conversion exercise of the remaining, unconverted Stated Value nonexercised portion of Preferred Stock this Warrant beneficially owned by such the Holder or any of its Affiliates or Attribution Parties affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company beneficially owned by such Holder or any of its affiliates (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for purposes of this Section 6(d1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act Act, and the applicable rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationSEC. In addition, a determination as to any group status as contemplated above shall be determined for purposes hereof, “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunderof the SEC. For purposes of this Section 6(d)Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in (1) the Company's most recent of the following: (i) the Corporation’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (ii2) a more recent public announcement by the Corporation Company or (iii3) a more recent written notice by the Corporation Company or the Transfer Agent setting forth the number of shares of Common Stock then outstanding. Upon For any reason at any time, upon the written or oral request (which may be via email) of a the Holder, the Corporation shall Company shall, within two (2) Trading Business Days of such request, confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CorporationCompany, including the Preferred Stockthis Warrant, by such the Holder or and its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by pursuant to such Exercise Notice (to the Holder and the provisions of extent permitted pursuant to this Section 6(d) shall continue to apply1(f)). Any such increase in To the extent that the Beneficial Ownership Limitation contained in this Section 1(f) applies, the determination of whether this Warrant (in relation to other securities owned by the Holder together with any affiliate) is exercisable shall be in the sole discretion of the Holder, and if the Holder has delivered an Exercise Notice, the Company shall be entitled to assume, and shall have no obligation to verify or confirm the accuracy of the determination, that such exercise will not be effective until result in the 61st day after Holder exceeding the Beneficial Ownership Limitation as a result of the exercise contemplated by such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderExercise Notice. The provisions of this paragraph Section 1(f) shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) so as to correct this paragraph (or any portion hereof) which may be defective or inconsistent with effectuate the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stockcontained.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Likewise, the Corporation shall not give effect to any voting rights of the Preferred Stock, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Stock pursuant hereto, to the extent that giving effect to such voting rights would cause such Holder (together with its affiliates) to be deemed to beneficially own in excess of the Beneficial Ownership Limitation of the number of shares of Common Stock outstanding immediately after giving effect to such exercise of voting rights. For purposes of the foregoing sentenceforegoing, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred StockStock or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation (a) No Purchaser listed on Schedule 4.2 hereto shall request that any of the Notes be converted, and the Company shall not effect any the conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, Notes to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversionsuch issuance after conversion, such Holder Purchaser (together with such HolderPurchaser’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such Holder Purchaser or any of such HolderPurchaser’s Affiliates affiliates (such Personscollectively, the “Attribution Concert Parties”)) ), would beneficially own Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder Purchaser and its Affiliates and Attribution Concert Parties shall include the number of shares of Common Stock Conversion Shares issuable upon conversion of the Preferred Stock portion of the Notes with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Conversion Shares which are would be issuable upon (iA) conversion of the remaining, unconverted Stated Value remaining portion of Preferred Stock the Notes beneficially owned by such Holder Purchaser or any of its Affiliates or Attribution Concert Parties and (iiB) conversion or exercise or conversion of the unexercised or unconverted portion of any other loan to or securities of the Corporation Company (or any successor thereto) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder Purchaser or any of its Affiliates or Attribution Concert Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d)4.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act Act, and the rules and regulations promulgated thereunder provided thereunder, it being acknowledged by each Purchaser that the Corporation makes no representation Company is not representing to the Holder Purchaser that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) 4.2 applies, the determination of whether and the Preferred Stock is convertible extent to which any of the Notes may be converted (in relation to other loans or securities owned by the Purchaser together with any affiliates) shall be made in good faith by the Purchaser in consultation with its own counsel, and a request that all or a portion of the Notes beneficially owned by such Purchaser be converted shall be deemed to be the Purchaser’s determination that such conversion (in relation to other securities owned by such Holder the Purchaser together with any Affiliates and Attribution Concert Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holdercompliance with this Section 4.2, and the submission of a Notice of Conversion Company shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with not have any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d)4.2, in determining the number of outstanding shares of Common Stock, a Holder Purchaser may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ix) the CorporationCompany’s (or its successor’s) most recent periodic or annual report filed with the Commissionreport, as the case may be, filed with the SEC (iiy) a more recent public announcement by the Corporation Company (or its successor) or (iiiz) a more recent written any other notice by the Corporation Company or the Transfer Agent Company’s transfer agent (or its successor or successor’s transfer agent) setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holderany Purchaser listed on Schedule 4.2 hereto, the Corporation Company shall within two (2) Trading Days business days confirm orally and in writing to such Holder the Purchaser the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of loans or securities of the CorporationCompany, including the Preferred StockNotes, by such Holder Purchaser or its Affiliates or Attribution Concert Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock the Conversion Shares issuable upon conversion of Preferred Stock held by any of the applicable HolderNotes. A HolderAny Purchaser listed on Schedule 4.2 hereto, upon not less than 61 days’ prior notice to the CorporationCompany, may increase or decrease (including, for the avoidance of doubt, to 0%) the percentage constituting the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder Limitation, and the provisions of this Section 6(d) shall continue to applyapply to such increased or decreased Beneficial Ownership Limitation. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other HolderCompany. The provisions of this paragraph Section 4.2 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) hereof in order to correct this paragraph such terms (or any portion hereofthereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 4.2 shall apply to any successor to any Purchaser listed on Schedule 4.2 hereto. (b) Notwithstanding the foregoing, the limitations contained in this Section 4.2 shall not restrict or limit (i) any exercise by a successor holder Purchaser of Preferred Stocka Participation Right as described in Section 4.1 above or (ii) any conversion or prepayment of the Notes in connection with a Change in Control as contemplated by Article 3 of the Indenture.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Corporation Company shall not effect affect any conversion of the Preferred StockShares, and a Holder shall not have the right to convert any portion of the Preferred StockShares, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation Cap (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock Ordinary Shares beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Ordinary Shares issuable upon conversion of the Preferred Stock Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock Shares beneficially owned by such Holder or any of its Affiliates or Attribution Parties and Parties, (ii) the number of Ordinary Shares which are issuable upon exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution PartiesParties (the restrictions described in this sentence, the “Beneficial Ownership Limitation”). Except as set forth in the preceding sentence, for purposes of this Section 6(d)the Beneficial Ownership Limitation, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewiththereunder. To the extent that the limitation contained in this Section 6(d) Beneficial Ownership Limitation applies, the determination of whether the a Preferred Stock Share is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock Shares are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock Shares may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The (a) Notwithstanding anything in this Warrant to the contrary, the Corporation shall not effect honor any conversion exercise of the Preferred Stockthis Warrant, and a Holder Warrantholder shall not have the right to convert exercise any portion of the Preferred Stockthis Warrant, to the extent that, after giving effect to the conversion an attempted exercise set forth on the an applicable Notice of ConversionExercise, such Holder Warrantholder (together with such HolderWarrantholder’s Affiliates, and any Persons acting as other Person whose beneficial ownership of Common Stock would be aggregated with the Warrantholder’s for purposes of Section 13(d) or Section 16 of the Exchange Act, and any other applicable regulations of the SEC, including any “group” of which the Warrantholder is a group together with such Holder or any of such Holder’s Affiliates member (such Personsthe foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (Limitation. Except as defined below). For set forth in the immediately preceding sentence, for purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder Warrantholder and its Affiliates and Attribution Parties shall include the number of shares Warrant Shares issuable under the Notice of Common Stock issuable upon conversion of the Preferred Stock Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (ia) conversion exercise of the remaining, unconverted Stated Value unexercised portion of Preferred Stock any Warrant beneficially owned by such Holder Warrantholder or any of its Affiliates or Attribution Parties Parties, and (iib) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Warrantholder or any of its Attribution Parties that are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the immediately preceding sentence, for purposes of this Section 6(d)14, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and any other applicable regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determinationSEC. In addition, a determination as to any group status as contemplated above shall be determined for purposes hereof, “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunderof the SEC. For purposes of this Section 6(d)14, in determining the number of outstanding shares of Common Stock, a Holder Warrantholder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (ix) the Corporation’s most recent periodic or annual report filed filing with the CommissionSEC, as the case may be, (iiy) a more recent public announcement by the Corporation that is filed with the SEC, or (iiiz) a more recent written notice by the Corporation or the Transfer Agent Corporation’s transfer agent to the Warrantholder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a Warrantholder (which may be by email), the Corporation shall, within three (3) Trading Days thereof, confirm in writing to such Warrantholder (which may be via email) of a Holder, the Corporation shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Corporation, including the Preferred Stockexercise of this Warrant, by such Holder Warrantholder or its Affiliates or Attribution Parties LA_LAN01:342544.5 since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Warrantholder. The Corporation shall be entitled to rely on representations made to it by the Warrantholder in any Notice of Exercise regarding its Beneficial Ownership Limitation. The Warrantholder acknowledges that the Warrantholder is solely responsible for any schedules or statements required to be filed by it in accordance with Section 13(d) or Section 16(a) of the Exchange Act. (b) The “Beneficial Ownership Limitation” shall initially be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.994.999% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion pursuant to such Notice of this Preferred Stock held by Exercise (to the Holder and the provisions of extent permitted pursuant to this Section 6(d) shall continue 14); provided, however, that by written notice to apply. Any such increase in the Beneficial Ownership Limitation Corporation, which will not be effective until the 61st day after such notice is delivered given by the Warrantholder to the Corporation, the Warrantholder may waive or amend the provisions of this Section 14 to change the Beneficial Ownership Limitation to any other number, and the provisions of this Section 14 shall continue to apply. Upon any such waiver or amendment to the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further waived or amended by the Warrantholder without first providing the minimum written notice required by the immediately preceding sentence. Notwithstanding the foregoing, at any time following notice of a Change of Control Transaction under Section 12(v) with respect to a Change of Control Transaction that is pursuant to any tender offer or exchange offer (by the Corporation or another Person (other than the Warrantholder or any Affiliate of the Warrantholder)), the Warrantholder may waive or amend the Beneficial Ownership Limitation effective immediately upon written notice to the Corporation and shall only apply may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to such Holder and no other Holder. The the Corporation. (c) Notwithstanding the provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with Xxxxxxx 00, xxxx of the terms provisions of this Section 6(d14 shall restrict in any way the number of shares of Common Stock which the Warrantholder may receive or beneficially own in order to determine the amount of securities or other consideration that the Warrantholder may receive in the event of a Change of Control Transaction as contemplated in Section 12(v) to correct of this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred StockWarrant.