Common use of Beneficial Ownership Limitation Clause in Contracts

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not be required to effect the conversion any exercise of any portion of this Notea Warrant, and the a Holder shall not have the right to convert exercise any portion of this Note a Warrant, pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSection 3 or otherwise, to the extent that after giving effect to such conversionissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates (as defined below), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates (such persons, “Attribution Parties collectively Parties”)), would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion exercise of this Note such Warrant with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (Ai) conversion exercise of the remaining, non-converted exercised portion of this Note such Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or non-converted portion of any other securities of the 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 notes into or convertible preferred stock exercisable or warrantsexchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)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, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and 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 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the a Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (xA) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public filing annual report filed with the SECCommission, as the case may be, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one two Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notesuch Warrant, by the Holder and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of Ordinary Shares any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the Holder issuance of shares of Common Stock issuable upon conversion exercise of a Warrant. The Holder, upon written notice to the Company and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of this Note results Section 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 exercise of a Warrant held by the Holder and the other Attribution Parties being deemed provisions of this Section 3.3.9 shall continue to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Sharesapply. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such Any increase in the Maximum Percentage Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary 3.3.9 to correct this paragraph (or any provision portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this Section 3.2(e) may not be waived and paragraph shall apply to a successor holder of this Notea Warrant.

Beneficial Ownership Limitation. The Company shall not effect Notwithstanding anything contained herein to the conversion of any portion of this Notecontrary, and the Holder shall may not have the right to convert any portion of exercise this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, Warrant to the extent that after giving effect to such conversionexercise would result in the Holder, the Holder together with the other Attribution Parties collectively would any affiliate thereof, beneficially own owning a number of shares of Common Stock in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares then issued and outstanding immediately after giving effect to such conversionshares of Common Stock of the Corporation. For the purposes of the foregoing immediately preceding sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 13d-3 thereunder. For purposes of determining Since the Holder will not be obligated to report to the Corporation the number of shares of Common Stock it may hold at the time of an exercise hereunder, unless the exercise at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding Ordinary Shares shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentageor an affiliate thereof, the Holder may rely on shall have the number of outstanding Ordinary Shares as reflected authority and obligation to determine whether the restriction contained in (x) the Company’s most recent Annual Report on Form 20-F this Section 9 will limit any particular exercise hereunder and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to Holder determines that the limitation contained in this Section 3.2(e)(i), to exceed the Maximum Percentage9 applies, the Holder must notify determination of the Company amount of a reduced number of Ordinary Shares to this Warrant that is exercisable shall be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request responsibility and obligation of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number . The provisions of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall this Section 9.1 may be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, waived by the Holder and any other Attribution Party since the date (but only as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties itself and not to any other holder of Notes that is Warrants) in whole or in part upon not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant less than 61 days’ prior notice to the terms Corporation. Other holders of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph Warrants shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct unaffected by any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notewaiver.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion exercise of this NoteWarrant, and the a Holder shall not have the right to convert exercise any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeWarrant, to the extent that that, after giving effect to the exercise set forth on the applicable Notice of Exercise, such conversion, the Holder (together with the other Attribution Parties collectively such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)Beneficial Ownership Limitation. For purposes of this Section 3.2(e)(i2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageVoting Stock, the a Holder may rely on the number of outstanding Ordinary Shares shares of Voting Stock as reflected stated in the most recent of the following: (xi) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public filing annual report filed with the SECCommission, as the case may be, (yii) a more recent public announcement by the Company or (ziii) any other a more recent written notice by the Company or the Company’s Transfer Agent, if any, Agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Voting Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one Trading Day promptly confirm orally and in writing or by electronic mail to the such Holder the number of Ordinary Shares votes represented by the Voting Stock then outstanding. In any case, the number total voting power of the outstanding Ordinary Shares shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Warrant, by the such Holder and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Voting Stock was reported. In The “Beneficial Ownership Limitation” shall be 34.0% of the event that total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Ordinary Warrant Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares otherwise issuable pursuant to the terms applicable Notice of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibilityExercise. The provisions of this paragraph section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e2(f) to the extent necessary to correct this section (or any provision portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation contained in this Section 3.2(e) herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect be required to issue to the conversion of any portion of this NoteHolder, and the Holder shall may not have the right to convert acquire, a number of Shares upon Conversion or otherwise issue any portion of this Note Shares pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, hereto to the extent that after giving effect to that, upon such conversionConversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares then beneficially owned by the Holder and any other Persons or entities whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties shall include Holder’s for purposes of Section 13(d) of the Exchange Act (including Shares held by any “group” of which the 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 herein) would exceed 9.985% of the total number of Ordinary Shares then issued and outstanding (the “9.985% Cap”); provided, however, that the 9.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof (including the representation contemplated by the second paragraph of this Section 3(g)(i)), “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the percentage held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated determined in accordance a manner consistent with the provisions of Section 13(d) of the Exchange Act. For purposes hereof (including the representation contemplated by the second paragraph of this Section 3(g)(i)), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum PercentageShares, the Holder may rely on the number of outstanding Ordinary Shares as reflected stated in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K quarterly or other public filing annual report filed with the SEC, as the case may be, (y) a more recent public announcement or any current report filed by the Company or (z) any other written notice by Corporation with the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)SEC subsequent thereto. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall shall, within one two (2) Trading Day Days, confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have be entitled to rely upon such confirmation for purposes hereof (including the power to vote or to transfer representation contemplated by the Excess Sharessecond paragraph of this Section 3(g)(i)). Upon delivery Delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned Conversion Notice by the Holder for shall constitute a representation by the Holder that the issuance of Common Stock in accordance with such Conversion Notice will not cause the Holder (together with any purpose including other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on Act and the applicability applicable regulations of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(eSEC) to beneficially own a number of Shares in excess of the extent necessary 9.985% Cap, as determined in accordance with, and subject to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived terms, conditions, qualifications and shall apply to a successor holder of this Noteassumptions set forth in, the immediately preceding paragraph.

Beneficial Ownership Limitation. The (a) By written notice to the Company, Bluescape may elect for the beneficial ownership limitation set forth in this Section 12.20 to apply to it. If such election is made, the Company shall not effect the conversion of any portion of this NoteBluescape’s Notes, and the Holder Bluescape shall not have the right to convert all or any portion of this Note pursuant to the terms and conditions of this Note a Note, and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder Bluescape and its Affiliates, together with the other any Attribution Parties collectively (defined below) (the “Beneficial Owner Parties”), would beneficially own in excess of 4.999.9% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Beneficial Owner Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this the Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which shares of Common Stock that would be issuable upon (Ax) conversion of the remaining, non-converted unexercisable portion of this the Note beneficially owned by the Holder or any of the other Attribution Parties Bluescape and (By) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by Bluescape or any Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and “Attribution Parties” shall include any and all persons with whom a Beneficial Owner Party is or would be deemed to be members of a group pursuant to Rule 13d-5(b(1) promulgated under Section 13(d) of the Exchange Act. For purposes of the Note, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder Bluescape may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, SEC as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent, if any”), setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of the HolderBluescape, the Company shall shall, within one Trading Day two (2) Business Days, confirm orally and in writing or by electronic mail to the Holder Bluescape the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of issued and outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company, including this Note, Company by the Holder and any other Attribution Party Bluescape since the date as of which the Reported Outstanding Share Number such number of issued and outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, the Holder Bluescape may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage applicable to it to any other percentage not in excess of 9.99% as specified in such notice; provided provided, however, that (i) any such increase in the Maximum Percentage will shall not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteCompany.

Beneficial Ownership Limitation. The Except as provided in Section 6(b) of this Statement of Designations, which shall apply as stated therein if an Automatic Conversion Event shall occur, the right of the Holder to convert the Series A Preferred Stock shall be subject to the 4.9% Limitation, with the result that Company shall not effect the any conversion of any portion of this Notethe Series A Preferred Stock, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries A Preferred Stock, to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.994.9% (the “Maximum Percentage”) of the Ordinary Shares number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), Agreement beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange Act, and Regulation 13d-3 thereunder. For purposes of this Section 6(c), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in the most recent of the following: (xA) the Company’s most recent quarterly reports (Form 10-Q or Form 10-QSB), Annual Report on Reports (Form 20-F and Report on Form 610-K or other public filing Form 10-KSB), or definitive proxy statement or information statement as filed with the SEC, as Commission under the case may beExchange Act, (yB) a more recent public announcement by the Company Company, or (zC) any other written notice by the Company or the Transfer Agent, if any, Company’s transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one two (2) Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Series A Preferred Stock, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the such number of outstanding Ordinary Shares (as determined under Section 13(d) shares of the Exchange Act), the number of shares so issued Common Stock was publicly reported by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which 4.9% Limitation may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Noteor amended.

Beneficial Ownership Limitation. The Company shall not effect the any conversion of any portion of this Note, and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeNote, to the extent that after giving effect to such conversionthe conversion set forth on the applicable Notice of Conversion, the Holder (together with the other Attribution Parties collectively Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s or such Persons’ Affiliates) would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (Ai) conversion of the remaining, non-converted portion unconverted principal amount of this Note beneficially owned by the Holder or any of the other Attribution Parties its Affiliates and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and any Persons deemed to act as a group together with the Holder and any of the Holder’s or such Person’s Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the 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 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 4(d), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xi) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public filing annual report filed with the SECCommission, as the case may be, (yii) a more recent public announcement by the Company Company, or (ziii) any other a more recent written notice by the Company or the Transfer Agent, if any, Company’s transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one two Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Ordinary Shares to the Holder shares of Common Stock issuable upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued held by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio. The Holder, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written upon prior notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess Beneficial Ownership Limitation provisions of 9.99% as specified in such notice; this Section 4(d), provided that (ithe Beneficial Ownership Limitation provisions of this Section 4(d) any shall continue to apply. Any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibilityCompany. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e4(d) to the extent necessary to correct this paragraph (or any provision portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation contained in this Section 3.2(e) herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this Section 3.2(e) may not be waived and paragraph shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3.2(e). For purposes of this Section 3.2(e)(i3.2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of Excess Shares being issued. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the HolderParties. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3. 2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3.2(e). For purposes of this Section 3.2(e)(i3.2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased issued pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of Excess Shares being issued. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the HolderParties. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph Section 3.2(e) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3. 2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the any conversion of any portion of this Note, and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeNote, to the extent that after giving effect to such conversionthe conversion set forth on the applicable Notice of Conversion, the Holder (together with the other Attribution Parties collectively Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s or such Persons’ Affiliates) would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (Ai) conversion of the remaining, non-converted portion unconverted principal amount of this Note beneficially owned by the Holder or any of the other Attribution Parties its Affiliates and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and any Persons deemed to act as a group together with the Holder and any of the Holder’s or such Person’s Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the 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 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 4(e), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xi) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public filing annual report filed with the SECCommission, as the case may be, (yii) a more recent public announcement by the Company Company, or (ziii) any other a more recent written notice by the Company or the Transfer Agent, if any, Company’s transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one two Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Ordinary Shares to the Holder shares of Common Stock issuable upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued held by which the Holder’s and the other Attribution Parties. The Holder, upon not less than 61 days’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written prior notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not Beneficial Ownership Limitation provisions of this Section 4(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided that (iof 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 Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(e) any shall continue to apply. Any such increase in the Maximum Percentage or decrease will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibilityCompany. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e4(e) to the extent necessary to correct this paragraph (or any provision portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation contained in this Section 3.2(e) herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this Section 3.2(e) may not be waived and paragraph shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company Notwithstanding any provision herein to the contrary, Lender, together with its affiliates, shall not effect the conversion of any portion of this Note, and the Holder shall not have the right be permitted to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate a number of Ordinary Shares shares of Common Stock (other than shares that may be deemed beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is except for being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i2.2(e)(iii)) in excess of 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of Borrower and Lender that Lender, together with its affiliates, not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding at any time; provided, however, that Lender shall have the right, upon 61 days’ prior written notice to Borrower, to waive the 9.99% limitation of this subsection (e)(iii). For purposes Notwithstanding anything contained herein to the contrary, Borrower shall not be permitted to issue to Lender, and Lender shall not be required to accept, shares of Common Stock pursuant to a Repayment Election Notice if and to the extent such issuance, when taking together with all other issuances pursuant to prior Repayment Election Notices, would result in (A) the issuance of more than 19.99% of the Common Stock outstanding as of the date of this Section 3.2(e)(iAgreement or (B) Lender, together with its affiliates, beneficially owning in excess of 19.99% of the outstanding Common Stock (each of clauses (A) and (B) are referred to herein as the “Cap”). As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act. For purposes Act of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC1934, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the HolderLender, the Company Borrower shall within one Trading Day business day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Lender the number of shares so of Common Stock then issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery outstanding as of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notegiven date.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect the any conversion of any portion of this Notethe Series F Preferred Stock in an Initial Automatic Conversion, and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries F Preferred Stock in an Initial Automatic Conversion, to the extent that that, after giving effect to an attempted conversion set forth on an applicable Notice of Conversion, such conversionHolder (together with any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s 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 together with is a member (the other foregoing, “Attribution Parties collectively Parties”)) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other its Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series F Preferred Stock subject to the Notice of Conversion with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (A) conversion of the remaining, non-converted portion of this Note unconverted Series F Preferred Stock beneficially owned by the such Holder or any of the other its Attribution Parties Parties, and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes or convertible preferred stock or warrants) beneficially owned by the such Holder or any other of its Attribution Party Parties that are subject to a limitation on conversion or exercise analogous similar to the limitation contained in this Section 3.2(e)(i)herein. For purposes of this Section 3.2(e)(i)section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 6(c), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the a Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xA) the CompanyCorporation’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public annual filing with the SECCommission, as the case may be, (yB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (zC) any other written a more recent notice by the Company Corporation or the Transfer Agent, if any, Corporation’s transfer agent to the Holder setting forth the number of Ordinary Shares outstanding shares of Common Stock then outstanding. Upon the written request of a Holder (the “Reported Outstanding Share Number”which may be by email). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder Corporation shall, within three (3) Trading Days thereof, confirm in writing of to such Holder (which may be via email) the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company shares of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including this Noteshares of Series F Preferred Stock, by the such Holder and any other or its Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares last publicly reported or confirmed to the Holder upon conversion Holder. The “Beneficial Ownership Limitation” shall initially be set at the discretion of this Note results the Holder, as communicated in writing to the Holder Corporation, between 4.9% and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 19.9% of the number of outstanding Ordinary Shares (as determined under Section 13(d) shares of the Exchange ActCommon Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such Notice of Conversion (to the extent permitted pursuant to this section). If no such writing is provided by a Holder to the Corporation prior to the Closing Date, the number of shares so issued by which the Beneficial Ownership Limitation for such Holder shall be 19.9%. Any Holder may lower such Holder’s and Beneficial Ownership Limitation at any time prior to the other Attribution Parties’ aggregate beneficial ownership exceeds satisfaction of the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a Conversion Condition by providing written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteCorporation.

Beneficial Ownership Limitation. The Company shall not effect Notwithstanding anything to the contrary contained herein, the number of Conversion Shares and Warrant Shares that may be acquired by the Buyer upon any conversion of any portion the Convertible Note or exercise of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion Warrants (or otherwise in respect hereof) shall be null and void and treated as if never made, limited to the extent that after giving effect necessary to ensure that, following such conversionconversion or exercise (or other issuance), the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate total number of Ordinary Common Shares then beneficially owned by the Holder Buyer and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the other Attribution Parties shall include Buyer’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), does not exceed 4.99% of the total number of Ordinary then issued and outstanding Common Shares held by (including for such purpose the Holder and all other Attribution Parties plus the number of Ordinary Common Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to exercise). To the extent that the limitation contained in this Section 3.2(e)(i)1(f) applies, the determination of whether the Common Shares and the Warrant Share are exercisable. For purposes of In addition, a determination under this Section 3.2(e)(i), beneficial ownership 1(f) as to any group status shall be calculated determined by the Buyer in accordance with Section 13(d) of the Exchange Act1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder Buyer may rely on the number of outstanding Ordinary Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and Report on Q or Form 610-K or other public filing with the SECK, as the case may be, (y) a more recent public announcement by the Company that contains such number of Common Shares or (z) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Ordinary Common Shares outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the HolderBuyer, the Company shall within one three (3) Trading Day Days confirm orally and in writing or by electronic mail to the Holder such Buyer the number of Ordinary Common Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage which will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarityCompany, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of Buyer may waive the provisions of this Section 3.2(e1(f) with respect to any subsequent determination change the beneficial ownership limitation to such percentage of convertibility. The the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon conversion of the Convertible Note and the exercise of the Warrants as the Buyer shall determine, in its sole discretion, and the provisions of this paragraph Section 1(f) shall be construed and implemented in continue to apply. Upon such a manner otherwise than in strict conformity with change by a Buyer of the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect from such 4.99% limitation to such other percentage limitation. The , the beneficial ownership limitation contained in this Section 3.2(e) may not be further waived and shall apply to a successor holder of by such Buyer without first providing the minimum notice required by this NoteSection 1(f).

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, in no event shall not effect the conversion of Holder be entitled to exercise any portion of this Note, and the Holder shall not have the right to convert any Warrant in excess of that portion of this Note pursuant to Warrant upon exercise of which the terms and conditions sum of this Note and any such conversion shall be null and void and treated as if never made, to (1) the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the unexercised or unconverted portion of any other Attribution Parties shall include security of the Holder subject to a limitation on conversion analogous to the limitations contained herein) and (2) the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion the exercise of the portion of this Note Warrant with respect to which the determination of such sentence this proviso is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned result in beneficial ownership by the Holder or and its Affiliates of any amount greater than 9.99% of the other Attribution Parties then outstanding shares of Common Stock (whether or not, at the time of such exercise, the Holder and (B) exercise or conversion its Affiliates beneficially own more than 9.99% of the unexercised then outstanding shares of Common Stock). As used herein, the term “Affiliate” means any person or non-converted portion entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of any other securities of the Company (including1933, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)as amended. For purposes of this Section 3.2(e)(i)the second preceding sentence, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act. For purposes Act of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC1934, as the case may beamended, and Regulations 13D-G thereunder, except as otherwise provided in clause (y1) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Noticesentence. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day (1) business day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstandingshares of Common Stock outstanding as of any given date. In any case, the number of outstanding Ordinary Shares shall The limitations set forth herein may be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, waived by the Holder and any other Attribution Party since the date as upon provision of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more no less than the Maximum Percentage of the number of outstanding Ordinary Shares sixty-one (as determined under Section 13(d61) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a days prior written notice to the Company; provided, the Holder may from time to time increase (with however, that, such increase not effective until the 61st day after delivery written notice of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not waiver shall only be effective until the 61st day after such notice is if delivered to the Company at a time when no indebtedness (including, without limitation, principal, interest, fees and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(dcharges) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have Company of which the Holder or any effect on of its Affiliates was, at any time, the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective owner, directly or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Noteindirectly is outstanding.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not effect the any conversion of any portion share of this NoteSeries B Preferred Stock, and the Holder a Purchaser shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeits Series B Preferred Stock, to the extent that that, after giving effect to such conversionattempted conversion set forth on an applicable Notice of Conversion (as defined in the Certificate of Designation) with respect to the Series B Preferred Stock, such Purchaser (or any of such Purchaser’s Affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder together with Purchaser for purposes of Section 13(d) or Section 16 of the other Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Purchaser is a member (the foregoing, “Attribution Parties collectively Parties”)) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder such Purchaser and the other its Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series B Preferred Stock subject to the Notice of Conversion or the Automatic Conversion (as defined in the Certificate of Designation), as applicable, with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (Ai) conversion of the remaining, non-converted portion of this Note unconverted Series B Preferred Stock beneficially owned by the Holder such Purchaser or any of the other its Attribution Parties Parties, and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder such Purchaser or any other of its Attribution Party Parties that are subject to and would exceed a limitation on conversion or exercise analogous similar to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)4.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining Act and the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F applicable rules and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing regulations of the number of Ordinary Shares then outstanding andCommission, to and the extent that such Conversion Notice would otherwise cause the Holder’s terms “beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed ” and “beneficially own” have the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant meanings ascribed to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstandingterms therein. In any caseaddition, for purposes hereof, “group” has the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results meaning set forth in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s Act and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null applicable rules and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party regulations of the HolderCommission. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on 4.11, in determining the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.number of

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of issue shares pursuant to this Note, and the Holder shall not have the right to convert any portion of this Note receive shares pursuant to the terms and conditions of this Note and any such conversion issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversionissuance, the Holder together with the other Attribution Parties collectively would beneficially own in the aggregate in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such conversionissuance. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of pursuant to, this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i5(D). For purposes of this Section 3.2(e)(i5(D), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of in connection with this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, Agent (as defined in the Securities Exchange Agreement) setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice notice from the Holder related to any issuance of shares of Common Stock in connection with this Note at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall promptly notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice issuance of shares of Common Stock would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i5(D), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased issued pursuant to such Conversion Noticenotice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of pursuant to this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares; provided, however that, the aggregate number of shares of Common Stock that would otherwise be required to be issued to the Holder pursuant to the terms of this Note shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be issued such shares (and any such shares declared or made on such initial issuance or on any subsequent issuance held similarly in abeyance) to the same extent as if there had been no such limitation. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder Other Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert receive shares pursuant to this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibilityissuance. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e5(D) to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e5(D) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note. The Holder hereby acknowledges and agrees that the Company shall be entitled to rely on the representations and other information set forth in any notice from the Holder related to any issuance of shares of Common Stock in connection with this Note and shall not be required to independently verify whether any issuance of Common Stock pursuant to this Note would cause the Holder (together with the other Attribution Parties) to collectively beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding after giving effect to such issuance or otherwise trigger the provisions of this Section 5(D). The Trustee shall have no obligation to monitor any limitations on beneficial ownership in connection with this Section 5(D).

Beneficial Ownership Limitation. The Company Except as provided in Section 6(b) above, the Corporation shall not effect the any conversion of any portion of this Notethe Series A Preferred Stock, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, Series A Preferred Stock to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series A Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion nonconverted shares of this Note Series A Preferred Stock beneficially owned by the Holder or any of its affiliates, so long as such shares of Series A Preferred Stock are not convertible within sixty (60) days from the other Attribution Parties date of such determination, and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrantsincluding the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)herein beneficially owned by the Holder or any of its affiliates, so long as such other securities of the Corporation are not exercisable nor convertible within sixty (60) days from the date of such determination. For purposes of this Section 3.2(e)(i6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 6(c), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in the most recent of the following: (xA) the CompanyCorporation’s most recent quarterly reports, Form 10-Q, Form 10-QSB, Annual Report on Reports, Form 2010-F and Report on K, or Form 610-K or other public filing with the SECKSB, as the case may be, as filed with the Commission under the Exchange Act (yB) a more recent public announcement by the Company Corporation or (zC) any other written notice by the Company Corporation or the Transfer Agent, if any, Corporation’s transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the Holder, the Company Corporation shall within one two (2) Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including this Notethe Series A Preferred Stock, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the such number of outstanding Ordinary Shares (as determined under shares of Common Stock was publicly reported by the Corporation. The provisions of this Section 13(d6(c) may be waived by the Holder upon, at the election of the Exchange Act)Holder, the number of shares so issued by which the Holder’s and the other Attribution Partiesnot less than 61 days’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written prior notice to the CompanyCorporation, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e6(c) with respect shall continue to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with apply until such 61st day (or such later date, as determined by the terms of this Section 3.2(e) to the extent necessary to correct any provision which Holder, as may be defective or inconsistent with the intended beneficial ownership limitation contained specified in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder notice of this Notewaiver).

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this NoteAdvance Note [or any Prepaid-Tranche] (or the exercise of any Warrants), and the Holder shall not have the right to convert any portion of this Advance Note or any Other Advance Note [or any Prepaid-Tranche] pursuant to the terms and conditions of this Advance Note or any Other Advance Note [or any Prepaid-Tranche] (or the exercise of any Warrants) and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversionconversion or exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Advance Note or any Other Advance Note [or any Prepaid-Tranche] (or the exercise of any Warrants) with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Advance Note or any Other Advance Note [or any Prepaid-Tranche] (or the exercise of any Warrants) beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3.2(e). For purposes of this Section 3.2(e)(i3.2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Advance Note [or any Prepaid-Tranche] (or exercise of any Warrants) without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Notice of Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion NoticeNotice of Conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this NoteAdvance Note or any Other Advance Note [or any Prepaid-Tranche] (or the exercise of any Warrants), by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Advance Note or any Other Advance Note [or any Prepaid-Tranche] (or the exercise of any Warrants) results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. To the extent that the limitation contained in this Section 3.2(e) applies, the determination of whether and what portion of this Advance Note may be converted into shares of Common Stock (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Advance Note is convertible at any given time shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether and for what amount of shares of Common Stock this Advance Note is convertible at such time (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties), in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Provided, however, the Company shall indemnify the Holder in accordance with the Purchase Agreement for any damages the Holder may sustain as the result of Excess Shares being issued due to an error of the Transfer Agent or any replacement transfer agent. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes an Advance Note that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Advance Note or any Other Advance Note [or any Prepaid-Tranche] (or the exercise of any Warrants) in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Advance Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. 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 3.2(e) to the extent necessary to correct any provision hereof which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Advance Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, conversion the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)3.3. For purposes of this Section 3.2(e)(i)3.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i)3.3, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) 3.3 shall have any effect on the applicability of the provisions of this Section 3.2(e) 3.3 with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) 3.3 to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) 3.3 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) 3.3 may not be waived and shall apply to a successor holder of this Note. In the event that Company is precluded from converting any portion of this Note by reason of a Beneficial Ownership Limitation then Company’s obligation to make a conversion payment herein shall be deferred until the earlier of 90-days after the payment was due or the Company being able to make the payment in shares of Common Stock within the Percentage Maximum.

Beneficial Ownership Limitation. The Company Notwithstanding any provision herein to the contrary, Lender, together with its affiliates, shall not effect the conversion of any portion of this Note, and the Holder shall not have the right be permitted to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate a number of Ordinary Shares shares of Common Stock (other than shares that may be deemed beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is except for being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i2.1(f)(iii)) in excess of 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of Borrower and Lender that Lender, together with its affiliates, not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding at any time; provided, however, that Lender shall have the right, upon 61 days’ prior written notice to Borrower, to waive the 9.99% limitation of this subsection. Notwithstanding anything contained herein to the contrary, Borrower shall not be permitted to issue to Lender, and Lender shall not be required to accept, shares of Common Stock pursuant to a Conversion Election Notice if and to the extent such issuance, when taking together with all other issuances pursuant to prior Conversion Election Notices, would result in (A) the issuance of more than 19.99% of the Common Stock outstanding as of the date of this Agreement or (B) Lender, together with its affiliates, beneficially owning in excess of 19.99% of the outstanding Common Stock (each of clauses (A) and (B) are referred to herein as the “Cap”). For purposes of this Section 3.2(e)(i)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act. For purposes Act of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC1934, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the HolderLender, the Company Borrower shall within one Trading Day business day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Lender the number of shares so of Common Stock then issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery outstanding as of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notegiven date.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (includingincluding the Other Notes, without limitation, any convertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants and the Additional Warrants (if issued) ) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3(d). For purposes of this Section 3.2(e)(i3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3(d) to the extent necessary to correct this paragraph (or any provision portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e3(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company Notwithstanding any provision herein to the contrary, Lender, together with its Affiliates, shall not effect the conversion of any portion of this Note, and the Holder shall not have the right be permitted to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate a number of Ordinary Shares shares of Common Stock (other than shares that may be deemed beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is except for being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i2.5(d) in excess of 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of Borrower and Lender that Lender, together with its Affiliates, not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding at any time; provided, however, that Lender shall have the right, upon 61 days’ prior written notice to Borrower, to waive the 9.99% limitation of this subsection. Notwithstanding anything contained herein to the contrary, Borrower shall not be permitted to issue to Lender, and Lender shall not be required to accept, shares of Common Stock pursuant to a Conversion Election Notice if and to the extent such issuance, when taking together with all other issuances pursuant to prior Conversion Election Notices, would result in (A) the issuance of more than 19.99% of the Common Stock outstanding as of the date of this Agreement or (B) Lender, together with its Affiliates, beneficially owning in excess of 19.99% of the outstanding Common Stock (each of clauses (A) and (B) are referred to herein as the “Cap”). For purposes of this Section 3.2(e)(i)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange 1934 Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the HolderLender, the Company Borrower shall within one Trading Day business day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Lender the number of shares so of Common Stock then issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery outstanding as of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notegiven date.

Beneficial Ownership Limitation. The Company Notwithstanding any provision herein to the contrary, Lender, together with its affiliates, shall not effect the conversion of any portion of this Note, and the Holder shall not have the right be permitted to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate a number of Ordinary Shares shares of Common Stock (other than shares that may be deemed beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is except for being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i2.1(e)(iii)) in excess of 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of Borrower and Lender that Lender, together with its affiliates, not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding at any time; provided, however, that Lender shall have the right, upon sixty-one (61) days’ prior written notice to Borrower, to waive the 9.99% limitation of this subsection. Notwithstanding anything contained herein to the contrary, Borrower shall not be permitted to issue to Lender, and Lender shall not be required to accept, shares of Common Stock pursuant to a Conversion Election Notice if and to the extent such issuance, when taking together with all other issuances pursuant to prior Conversion Election Notices, would result in (A) the issuance of more than 19.99% of the Common Stock outstanding as of the date of this Agreement or (B) Lender, together with its affiliates, beneficially owning in excess of 19.99% of the outstanding Common Stock (each of clauses (A) and (B) are referred to herein as the “Cap”). For purposes of this Section 3.2(e)(i)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act. For purposes Act of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC1934, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the HolderLender, the Company Borrower shall within one Trading Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Lender the number of shares so of Common Stock then issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery outstanding as of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notegiven date.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained in this Agreement, the Company shall not effect the conversion of any portion of this Noteissue or sell, and the Holder Investor shall not have purchase or acquire, any Ordinary Shares under this Agreement which, when aggregated with all other Ordinary Shares then beneficially owned by the right to convert any portion of this Note pursuant to the terms and conditions of this Note Investor and any such conversion shall be null and void and treated persons acting as if never made, to the extent that after giving effect to such conversion, the Holder a group together with the other Holder or any such affiliate(s) (collectively, the “Attribution Parties collectively Parties”) (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) would beneficially own result in excess the beneficial ownership by the Investor and its affiliates of more than 4.99% of the then issued and outstanding Ordinary Shares of the Company (the “Maximum PercentageBeneficial Ownership Limitation”) of the Ordinary Shares outstanding immediately after giving effect to such conversion). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder Investor and the other its Attribution Parties shall include exclude the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares which are issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)herein beneficially owned by the Investor or any of its Attribution Parties. For purposes of this Section 3.2(e)(i)(2)(e) and subject to the preceding sentence, beneficial ownership by the Investor together with all other Attribution Parties and determination with respect to any group status shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum PercentageShares, the Holder Investor may rely on the number of outstanding Ordinary Shares as reflected stated in the most recent of the following: (xi) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public filing annual report filed with the SECCommission, as the case may be, (yii) a more recent public announcement by the Company Company, or (ziii) any other a more recent written notice by the Company or the Company’s Transfer Agent, if any, Agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the HolderInvestor, the Company shall within one Trading Day promptly (but not later than twenty-four (24) hours) confirm orally and or in writing or by electronic mail to the Holder Investor the number amount of Ordinary Shares then outstanding. In any case, The Investor and the number of outstanding Ordinary Shares Company shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results each cooperate in good faith in the Holder determinations required hereby and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Noteapplication hereof.

Beneficial Ownership Limitation. The Company Notwithstanding any provision herein to the contrary, Lender, together with its affiliates, shall not effect the conversion of any portion of this Note, and the Holder shall not have the right be permitted to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate a number of Ordinary Shares shares of Common Stock (other than shares that may be deemed beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is except for being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i2.1(f)(iii)) in excess of 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of Borrower and Lender that Lender, together with its affiliates, not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding at any time; provided, however, that Lender shall have the right, upon 61 days’ prior written notice to Borrower, to waive the 9.99% limitation of this subsection. Notwithstanding anything contained herein to the contrary, Borrower shall not be permitted to issue to Lender, and Lender shall not be required to accept, shares of Common Stock pursuant to a Conversion Election Notice if and to the extent such issuance, when taking together with all other issuances pursuant to prior Conversion Election Notices, would result in (A) the issuance of more than 19.99% of the Common Stock outstanding as of the date of this Agreement or (B) Lender, together with its affiliates, beneficially owning in excess of 19.99% of the outstanding Common Stock (each of clauses (A) and (B) are referred to herein as the “Cap”). For purposes of this Section 3.2(e)(i)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act. For purposes Act of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC1934, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the HolderXxxxxx, the Company Borrower shall within one Trading Day business day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Lender the number of shares so of Common Stock then issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery outstanding as of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notegiven date.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such payment or conversion shall be null and void and treated as if never made, to the extent that after giving effect to such Amortization Payment or conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such payment or conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable with respect to such Amortization Payment (or applicable portion thereof) or upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) payment or conversion of the remaining, non-converted unpaid or unconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i7(A). For purposes of this Section 3.2(e)(i7(A), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder Company may acquire issue upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, Agent (as defined in the Securities Purchase Agreement) setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, (i) upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstandingoutstanding and (ii) upon the written or oral request of the Company (which may be made once in connection with each delivery of a conversion notice), the Holder shall within one (1) Trading Day confirm in writing or by electronic mail to the Company the number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties (and in no event will the Company be liable for any damages under any Transaction Document resulting from its reliance on incorrect information in such confirmation from the Holder or, if such confirmation is not provided in a timely manner, its reasonable reliance on the best information then available regarding the beneficial ownership of the Holder and the other Attribution Parties). In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of pursuant to this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder Other Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note issue shares of Common Stock to the Holder pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibilitythe ability to issue shares of Common Stock hereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e7(A) to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e7(A) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note. To the extent that (i) any shares of Common Stock were not issuable to the Holder due to such shares constituting Excess Shares and (ii) the Company has not otherwise paid or issued to the Holder the applicable portion of the Amortization Payment, Conversion Consideration or Event of Default Conversion Consideration applicable to such shares in accordance with this Note, if the Holder subsequently determines that the issuance of all or a portion of such shares would not cause the Holder’s and the other Attribution Parties’ aggregate beneficial ownership to exceed the Maximum Percentage, then the Holder may, by written notice to the Company, notify the Company as to what portion of such shares no longer constitute Excess Shares and the Company shall cause such shares to be delivered to the Holder on or before the second (2nd) Business Day following receipt of such notice.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Common Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Common Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Common Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3.2(e). For purposes of this Section 3.2(e)(i3.2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Common Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and F, Current Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Common Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Common Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Common Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Common Shares then outstanding. In any case, the number of outstanding Ordinary Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Common Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Common Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of Excess Shares being issued. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the HolderParties. For purposes of clarity, the Ordinary Common Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3. 2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect the any conversion of any portion of this Notethe Class X Preferred Stock, and the a Holder shall not have the right to convert convert, and shall be deemed not to have converted, any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeClass X Preferred Stock, to the extent that that, after giving effect to an attempted conversion set forth on an applicable Notice of Conversion, such conversionHolder (together with any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s 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 together with is a member (the other foregoing, “Attribution Parties collectively Parties”)) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other its Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Class X Preferred Stock subject to the Notice of Conversion with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (A) conversion of the remaining, non-converted portion unconverted shares of this Note Class X Preferred Stock beneficially owned by the such Holder or any of the other its Attribution Parties Parties, and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes or convertible preferred stock or warrants) beneficially owned by the such Holder or any other of its Attribution Party Parties that, in the case of both (A) and (B), are subject to a limitation on conversion or exercise analogous similar to the limitation contained in this Section 3.2(e)(i)herein. For purposes of this Section 3.2(e)(i6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining Act and the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing applicable regulations of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstandingCommission. In any caseaddition, for purposes hereof, “group” has the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results meaning set forth in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act)Act and the applicable regulations of the Commission. In order to ensure that a Holder and its Attribution Parties do not exceed the Beneficial Ownership Limitation in connection with any Notice of Conversion, upon delivery of any Notice of Conversion, such Holder shall inform the Company in such Notice of Conversion of the number of shares so issued of Common Stock then beneficially owned by which such Holder and its Attribution Parties as determined in accordance with Section 13(d) of the Holder’s Exchange Act and the other Attribution Parties’ aggregate beneficial ownership exceeds applicable regulations of the Maximum Percentage (the “Excess Shares”) Commission, and such notice shall be deemed null not to be delivered to the extent (and void and only to the extent) such Beneficial Ownership Limitation would be exceeded. The Corporation shall be cancelled ab initio, and entitled to rely on representations made to it by the Holder shall not have the power to vote or to transfer the Excess Sharesin any Notice of Conversion regarding beneficial ownership of shares of Common Stock. Upon delivery the written 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) the number of shares of Common Stock then outstanding. The “Beneficial Ownership Limitation” shall initially be 9.50% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such Notice of Conversion (to the extent permitted pursuant to this Section 6(c)). Notwithstanding the foregoing, by written notice to the CompanyCorporation, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage which will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase Corporation, the Holder may reset the Beneficial Ownership Limitation percentage to a higher or decrease will apply only lower percentage, not to exceed 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the Holder and issuance of shares of Common Stock pursuant to such Notice of Conversion unless the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party Proposal (as defined in the Purchase Agreement) has been approved by the stockholders of the HolderCorporation, in which case the Beneficial Ownership Limitation percentage may exceed 19.99%. For purposes Upon such a change by a Holder of claritythe Beneficial Ownership Limitation, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) Beneficial Ownership Limitation may not be waived further amended by such Holder without first providing the minimum 61-day notice required by this Section 6(c). 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 apply may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to a successor holder of this Notethe Corporation.

Beneficial Ownership Limitation. The (a) By written notice to the Company, Bluescape may elect for the beneficial ownership limitation set forth in this Section 12.20 to apply to it. If such election is made, the Company shall not effect the conversion of any portion of this NoteBluescape’s Notes, and the Holder Bluescape shall not have the right to convert all or any portion of this Note pursuant to the terms and conditions of this Note a Note, and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder Bluescape and its Affiliates, together with the other any Attribution Parties collectively (defined below) (the “Beneficial Owner Parties”), would beneficially own in excess of 4.99% [9.9]% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Beneficial Owner Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this the Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which shares of Common Stock that would be issuable upon (Ax) conversion of the remaining, non-converted unexercisable portion of this the Note beneficially owned by the Holder or any of the other Attribution Parties Bluescape and (By) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by Bluescape or any Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and “Attribution Parties” shall include any and all persons with whom a Beneficial Owner Party is or would be deemed to be members of a group pursuant to Rule 13d-5(b(1) promulgated under Section 13(d) of the Exchange Act. For purposes of the Note, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder Bluescape may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, SEC as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent, if any”), setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of the HolderBluescape, the Company shall shall, within one Trading Day two (2) Business Days, confirm orally and in writing or by electronic mail to the Holder ASIA-DOCS\12847562.6 DRAFT 076267-0001 Bluescape the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of issued and outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company, including this Note, Company by the Holder and any other Attribution Party Bluescape since the date as of which the Reported Outstanding Share Number such number of issued and outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, the Holder Bluescape may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage applicable to it to any other percentage not in excess of 9.99% as specified in such notice; provided provided, however, that (i) any such increase in the Maximum Percentage will shall not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteCompany.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of this Note, or otherwise issue shares pursuant to this Note, and the Holder shall not have the right to convert any portion of this Note Note, pursuant to the terms and conditions of this Note and any such conversion or issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversionconversion or issuance, the Holder together with the other Attribution Parties collectively would beneficially own in the aggregate in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such conversionconversion or issuance. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of of, or otherwise pursuant to, this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted unconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i7(J)(i). For purposes of this Section 3.2(e)(i7(J)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of in connection with this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, Agent (as defined in the Securities Purchase Agreement) setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice notice from the Holder related to the conversion of this Note or any issuance of shares of Common Stock in connection with this Note at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall promptly notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice conversion or issuance of shares of Common Stock would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i7(J)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased issued pursuant to such Conversion Noticenotice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of of, or otherwise pursuant to, this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares; provided, however that, the aggregate number of shares of Common Stock that would otherwise be required to be issued to the Holder pursuant to the terms of this Note shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be issued such shares (and any such shares declared or made on such initial issuance or on any subsequent issuance held similarly in abeyance) to the same extent as if there had been no such limitation. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder Other Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note or receive shares pursuant to this Section 3.2(e) Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e7(J)(i) to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e7(J)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note. The Holder hereby acknowledges and agrees that the Company shall be entitled to rely on the representations and other information set forth in any notice from the Holder related to the conversion of this Note or any issuance of shares of Common Stock in connection with this Note and shall not be required to independently verify whether any issuance of Common Stock pursuant to this Note would cause the Holder (together with the other Attribution Parties) to collectively beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding after giving effect to such conversion or otherwise trigger the provisions of this Section 7(J)(i). The Trustee shall have no obligation to monitor any limitations on beneficial ownership in connection with this Section 7(J)(i).

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion exercise of this NoteWarrant, and the Holder shall not have the right to convert any portion of exercise this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeWarrant, to the extent that after giving effect to such conversionexercise, the Holder such Person (together with the other Attribution Parties collectively such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversionexercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder such Person and the other Attribution Parties its affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion exercise of this Note Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (Ai) conversion exercise of the remaining, non-converted unexercised portion of this Note Warrant beneficially owned by the Holder or any of the other Attribution Parties such Person and its affiliates and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x1) the Company’s most recent Annual Form 10-K, Form 10-Q, Current Report on Form 20-F and Report on Form 68-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Warrants, by the Holder and any other Attribution Party its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holderwarrants. For purposes the avoidance of claritydoubt, to the extent the limitation set forth in this Section 1(g) applies, the Ordinary Shares issuable pursuant to determination (i) of whether the terms exercise of this Note in excess of the Maximum Percentage shall not Warrant may be deemed to be beneficially effected (vis-a-vis other Options or Convertible Securities owned by the Holder for or any purpose including for purposes of Section 13(dits Affiliates) and (ii) of which such Options or Convertible Securities shall be convertible, exercisable or exchangeable (as the Exchange Act. No prior inability case may be, as among all such securities owned by the Holder) shall, subject to convert this Note pursuant to this Section 3.2(e) shall have any effect such Maximum Percentage limitation, be determined on the applicability basis of the provisions of this Section 3.2(e) with respect first submission to any subsequent determination of convertibilitythe Company for conversion, exercise or exchange (as the case may be). The provisions of this paragraph shall be construed and implemented in a manner otherwise other than in strict conformity with the terms of this Section 3.2(e1(g) to the extent necessary to correct this paragraph (or any provision portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant Notwithstanding anything to the terms contrary contained herein, the shares of Common Stock that may be sold and conditions of issued to the Buyer in accordance with this Note and any such conversion Agreement shall be null and void and treated as if never made, limited to the extent that after giving effect necessary to ensure that, following such conversionsale and issuance, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate total number of Ordinary Shares shares of Common Stock then beneficially owned by the Holder Buyer and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties shall include Buyer’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), does not exceed 4.99% of the total number of Ordinary Shares held by the Holder then issued and all other Attribution Parties plus the number outstanding shares of Ordinary Shares issuable upon conversion of this Note with respect Common Stock (as calculated pursuant to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (ASection 13(d) conversion of the remaining, non-converted portion of this Note beneficially owned by 1934 Act and Rule 13d-3 promulgated thereunder). To the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to extent that the limitation contained in this Section 3.2(e)(i)1(h) applies, the determination of whether shares of Common Stock are issuable shall be at the sole discretion of the Buyer. For purposes of In addition, a determination under this Section 3.2(e)(i), beneficial ownership 1(h) as to any group status shall be calculated determined by the Buyer in accordance with Section 13(d) of the Exchange Act1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(h), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder Buyer may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and Report on Q or Form 610-K or other public filing with the SECK, as the case may be, (y) a more recent public announcement by the Company that contains such number of shares or (z) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the HolderBuyer, the Company shall within one Trading Day three (3) Business Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Buyer the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Sharesof Common Stock then outstanding. Upon delivery of a By written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage which will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (iiCompany, the Buyer may waive the provisions of this Section 1(h) any to change the beneficial ownership limitation to such increase or decrease will apply only percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the Holder issuance of shares of Common Stock upon exercise of this Warrant as the Buyer shall determine, in its sole discretion, and the other Attribution Parties and not provisions of this Section 1(h) shall continue to any other holder of Notes that is not an Attribution Party apply. Upon such a change by a Buyer of the Holder. For purposes of claritybeneficial ownership limitation from such 4.99% limitation to such other percentage limitation, the Ordinary Shares issuable beneficial ownership limitation may not be further waived by such Buyer without first providing the minimum notice required by this Section 1(h). Notwithstanding the foregoing, the Company shall not issue and the Buyer shall not purchase any shares of Common Stock under this Agreement if such shares proposed to be issued and sold, when aggregated with all other shares of Common Stock then owned beneficially (as calculated pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e1934 Act and Rule 13d-3 promulgated thereunder) shall have any effect on by the applicability Buyer and its affiliates would result in the beneficial ownership by the Buyer and its affiliates of more than 9.99% of the provisions then issued and outstanding shares of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteCommon Stock.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not effect the any conversion of any portion share of this NoteSeries B Preferred Stock, and the Holder a Purchaser shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeits Series B Preferred Stock, to the extent that that, after giving effect to such conversionattempted conversion set forth on an applicable Notice of Conversion (as defined in the Certificate of Designation) with respect to the Series B Preferred Stock, such Purchaser (or any of such Purchaser’s Affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder together with Purchaser for purposes of Section 13(d) or Section 16 of the other Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Purchaser is a member (the foregoing, “Attribution Parties collectively Parties”)) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder such Purchaser and the other its Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series B Preferred Stock subject to the Notice of Conversion or the Automatic Conversion (as defined in the Certificate of Designation), as applicable, with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (Ai) conversion of the remaining, non-converted portion of this Note unconverted Series B Preferred Stock beneficially owned by the Holder such Purchaser or any of the other its Attribution Parties Parties, and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder such Purchaser or any other of its Attribution Party Parties that are subject to and would exceed a limitation on conversion or exercise analogous similar to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)4.16, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 4.16, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder a Purchaser may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xi) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public annual filing with the SECCommission, as the case may be, (yii) a more recent public announcement by the Company that is filed with the Commission, or (ziii) any other written a more recent notice by the Company or the Transfer Agent, if any, Company’s transfer agent to the Purchaser setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of the Holdera Purchaser (which may be by e-mail), the Company shall shall, within one two (2) Trading Day Days of such request, confirm orally and in writing or to such Purchaser (which may be by electronic mail to the Holder e-mail) the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Company, including this NoteSeries B Preferred Stock, by the Holder and any other such Purchaser or its Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares last publicly reported or confirmed to the Holder upon conversion Purchaser. The “Beneficial Ownership Limitation” shall initially be set at the discretion of this Note results in the Holder each Purchaser to a percentage between 0% and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 19.9% of the number of outstanding Ordinary Shares (as determined under Section 13(d) shares of the Exchange Act)Common Stock outstanding or deemed to be outstanding as of the applicable measurement date, the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) such percentage shall be deemed null and void and set at 9.9% for any Holder that does not make such designation on Annex A hereto. The Company shall be cancelled ab initioentitled to rely on representations made to it by any Purchaser in any Notice of Conversion regarding its Beneficial Ownership Limitation. Notwithstanding the foregoing, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a by written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such Purchaser may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed 19.9%, which increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such written notice is delivered to the Company Company, and (ii) any Purchaser may reset the Beneficial Ownership Limitation percentage to a lower percentage provided that such increase or decrease will apply only 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 Requisite Stockholder Approval and (y) if the Requisite Stockholder Approval is not obtained within six months after the initial issuance of the Series B Preferred Stock, the date that is three Business Days after the date that is six months after the initial issuance of the Series B Preferred Stock. Upon such a change by a Purchaser of the Beneficial Ownership Limitation, not to exceed 19.9%, the Beneficial Ownership Limitation may not be further amended by such Purchaser without first providing the minimum notice required by this Section 4.16. Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction (as defined in the Certificate of Designation), the Purchaser may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to the Holder Company and may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Company. The provisions of this Section 4.16 shall be construed, corrected and implemented in a manner so as to effectuate the intended Beneficial Ownership Limitation herein contained and the other Attribution Parties and not to any other holder shares of Notes that is not an Attribution Party of Common Stock underlying the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note Securities in excess of the Maximum Percentage Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder Purchaser for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant Notwithstanding anything to the terms and conditions contrary contained herein, the number of this Note and Warrant Shares that may be acquired by the Buyer upon any such conversion exercise of the Warrants (or otherwise in respect hereof) shall be null and void and treated as if never made, limited to the extent that after giving effect necessary to ensure that, following such conversionexercise (or other issuance), the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate total number of Ordinary Common Shares then beneficially owned by the Holder Buyer and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the other Attribution Parties shall include Buyer’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), does not exceed 4.99% of the total number of Ordinary then issued and outstanding Common Shares held by (including for such purpose the Holder and all other Attribution Parties plus the number of Ordinary Common Shares issuable upon conversion of this Note with respect to which such exercise). To the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to extent that the limitation contained in this Section 3.2(e)(i)1(f) applies, the determination of whether the Warrant Share are exercisable shall be at the Buyer’s sole discretion. For purposes of In addition, a determination under this Section 3.2(e)(i), beneficial ownership 1(f) as to any group status shall be calculated determined by the Buyer in accordance with Section 13(d) of the Exchange Act1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder Buyer may rely on the number of outstanding Ordinary Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and Report on Q or Form 610-K or other public filing with the SECK, as the case may be, (y) a more recent public announcement by the Company that contains such number of Common Shares or (z) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Ordinary Common Shares outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the HolderBuyer, the Company shall within one three (3) Trading Day Days confirm orally and in writing or by electronic mail to the Holder such Buyer the number of Ordinary Common Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage which will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarityCompany, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of Buyer may waive the provisions of this Section 3.2(e1(f) with respect to any subsequent determination change the beneficial ownership limitation to such percentage of convertibility. The the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon the exercise of the Warrants as the Buyer shall determine, in its sole discretion, and the provisions of this paragraph Section 1(f) shall be construed and implemented in continue to apply. Upon such a manner otherwise than in strict conformity with change by a Buyer of the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect from such 4.99% limitation to such other percentage limitation. The , the beneficial ownership limitation contained in this Section 3.2(e) may not be further waived and shall apply to a successor holder of by such Buyer without first providing the minimum notice required by this NoteSection 1(f).

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion exercise of this NoteWarrant, and the Holder shall not have the right to convert any portion of exercise this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeWarrant, to the extent that after giving effect to such conversionexercise, the Holder such Person (together with the other Attribution Parties collectively such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversionexercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder such Person and the other Attribution Parties its affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion exercise of this Note Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (Ai) conversion exercise of the remaining, non-converted unexercised portion of this Note Warrant beneficially owned by the Holder or any of the other Attribution Parties such Person and its affiliates and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x1) the Company’s most recent Annual Form 10-K, Form 10-Q, Current Report on Form 20-F and Report on Form 68-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this NoteWarrant, by the Holder and any other Attribution Party its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holderwarrants. For purposes the avoidance of claritydoubt, to the extent the limitation set forth in this Section 1(g) applies, the Ordinary Shares issuable pursuant to determination (i) of whether the terms exercise of this Note in excess of the Maximum Percentage shall not Warrant may be deemed to be beneficially effected (vis-a-vis other Options or Convertible Securities owned by the Holder for or any purpose including for purposes of Section 13(dits Affiliates) and (ii) of which such Options or Convertible Securities shall be convertible, exercisable or exchangeable (as the Exchange Act. No prior inability case may be, as among all such securities owned by the Holder) shall, subject to convert this Note pursuant to this Section 3.2(e) shall have any effect such Maximum Percentage limitation, be determined on the applicability basis of the provisions of this Section 3.2(e) with respect first submission to any subsequent determination of convertibilitythe Company for conversion, exercise or exchange (as the case may be). The provisions of this paragraph shall be construed and implemented in a manner otherwise other than in strict conformity with the terms of this Section 3.2(e1(g) to the extent necessary to correct this paragraph (or any provision portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the any conversion of any portion of this Notea Security, and the no Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSecurity, to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder's affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such conversionconversion (the "Conversion Limitation"). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note with a Security in respect to of which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted nonconverted portion of this Note any Security beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 13.04, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 2010-F and Report on K, 10-Q or Form 68-K or other public filing with the SECK, as the case may be, be (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of the any Holder, the Company shall within one Trading Business Day confirm orally and in writing or by electronic mail to the such Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Noteany Security, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, the any Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage Conversion Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties sending such notice and not to any other holder Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteSecurities.

Beneficial Ownership Limitation. The Company Notwithstanding anything in this Certificate of Designation to the contrary, the Corporation shall not effect the any conversion of any portion of this Notethe Series C Preferred Stock, and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries C Preferred Stock, to the extent that that, after giving effect to such conversionConversion, such Holder (together with such Holder's Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with that of the Holder together with for purposes of Section 13(d) of the other Attribution Parties collectively Exchange Act and the applicable regulations of the Commission, including any "group" of which the Holder is a member) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other Attribution Parties its Affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being madeSeries C Preferred Stock. Except as set forth in the preceding sentence, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For for purposes of this Section 3.2(e)(i6(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the applicable regulations of the Commission. For purposes of this Section 6(b), in determining the number of outstanding Ordinary Shares shares of Common Stock, absent actual knowledge of such Holder to the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentagecontrary, the a Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xA) the Company’s Corporation's most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public annual filing with the SECCommission, as the case may be, (yB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (zC) any other written a more recent notice by the Company Corporation or the Transfer Agent, if any, Corporation's transfer agent to the Holder setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock then outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company The "Beneficial Ownership Limitation" shall notify the Holder in writing be 9.99% of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request shares of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of Common Stock outstanding Ordinary Shares shall be determined immediately after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion shares of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable Common Stock pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteMandatory Conversion.

Beneficial Ownership Limitation. The Except as provided in Section 3(e) of this Note, which shall apply as stated therein if an Automatic Conversion Event shall occur, the Company shall not effect the any conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.994.9% (the “Maximum Percentage”) of the Ordinary Shares number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this the Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of its affiliates, so long as such portion of this Note is not convertible within sixty (60) days from the other Attribution Parties date of such determination, and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or including warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)herein beneficially owned by the Holder or any of its affiliates, so long as such other securities of the Company are not exercisable nor convertible within sixty (60) days from the date of such determination. For purposes of this Section 3.2(e)(i3(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in the most recent of the following: (xA) the Company’s 's most recent quarterly reports, Form 10-Q, Form 10-QSB, Annual Report on Reports, Form 2010-F and Report on K, or Form 610-K or other public filing with the SECKSB, as the case may be, as filed with the Commission under the Exchange Act (yB) a more recent public announcement by the Company or (zC) any other written notice by the Company or the Transfer Agent, if any, Company's transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one two (2) Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this the Note, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the such number of outstanding Ordinary Shares (as determined under Section 13(d) shares of Common Stock was publicly reported by the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial Company. Beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (calculated in accordance with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this This Section 3.2(e3(f) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibilitymay be not be waived or amended. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained set forth in this Section 3.2(e3(f) or is referred to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Noteas the "4.9% Limitation."

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained in this Agreement, the Company shall not effect the conversion of any portion of this Noteissue or sell, and the Holder Investor shall not have the right to convert purchase or acquire, any portion shares of Common Stock under this Note pursuant to the terms and conditions Agreement which, when aggregated with all other shares of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares Common Stock then beneficially owned by the Holder Investor and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect its affiliates (as calculated pursuant to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining Act and Rule 13d-3 promulgated thereunder), would result in the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement beneficial ownership by the Company or (z) any other written notice by Investor of more than 9.99% of the Company or the Transfer Agent, if any, setting forth the number outstanding shares of Ordinary Shares outstanding Common Stock (the “Reported Outstanding Share NumberBeneficial Ownership Limitation”). If the Company receives issues a Conversion VWAP Purchase Notice from with respect to any VWAP Purchase that would cause the Holder at a time when the actual aggregate number of outstanding Ordinary Shares is less than shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Reported Outstanding Share NumberExchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Beneficial Ownership Limitation, such VWAP Purchase Notice shall be void ab initio to the Company shall notify extent of the Holder in writing of amount by which the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would shares of Common Stock otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased issuable pursuant to such Conversion VWAP Purchase Notice, together with all shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates, would exceed the Beneficial Ownership Limitation. For any reason at any time, upon Upon the written or oral request of the HolderInvestor, the Company shall within one promptly (but not later than the next Trading Day Day) confirm orally and or in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Investor the number of shares so issued by which the Holder’s of Common Stock then outstanding. The Investor and the other Attribution Parties’ aggregate beneficial ownership exceeds Company shall each cooperate in good faith in the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, determinations required under this Section 3.4 and the Holder shall not have the power to vote or to transfer the Excess Sharesapplication of this Section 3.4. Upon delivery of a The Investor’s written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered certification to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to any subsequent determination of convertibilitythe applicability thereof and such result absent manifest error. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation limitations contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) 3.4 may not be waived and shall apply to a successor holder of by the Company or the Investor, except as expressly provided for in this NoteSection 3.4.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not effect the any conversion of any portion share of this NoteSeries C Preferred Stock, and the Holder a Purchaser shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeits Series C Preferred Stock, to the extent that that, after giving effect to such conversionattempted conversion set forth on an applicable Notice of Conversion (as defined in the Certificate of Designation) with respect to the Series C Preferred Stock, such Purchaser (or any of such Purchaser’s Affiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder together with Purchaser for purposes of Section 13(d) or Section 16 of the other Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Purchaser is a member (the foregoing, “Attribution Parties collectively Parties”)) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder such Purchaser and the other its Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series C Preferred Stock subject to the Notice of Conversion or the Automatic Conversion (as defined in the Certificate of Designation), as applicable, with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (Ai) conversion of the remaining, non-converted portion of this Note unconverted Series C Preferred Stock beneficially owned by the Holder such Purchaser or any of the other its Attribution Parties Parties, and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder such Purchaser or any other of its Attribution Party Parties that are subject to and would exceed a limitation on conversion or exercise analogous similar to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i)4.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the applicable rules and regulations of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to such terms therein. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 4.11, in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder a Purchaser may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xi) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public annual filing with the SECCommission, as the case may be, (yii) a more recent public announcement by the Company that is filed with the Commission, or (ziii) any other written a more recent notice by the Company or the Transfer Agent, if any, Agent to the Purchaser setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of the Holdera Purchaser (which may be by e-mail), the Company shall shall, within one two (2) Trading Day Days of such request, confirm orally and in writing or to such Purchaser (which may be by electronic mail to the Holder e-mail) the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Company, including this NoteSeries C Preferred Stock, by the Holder and any other such Purchaser or its Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares last publicly reported or confirmed to the Holder upon conversion Purchaser. The “Beneficial Ownership Limitation” shall initially be set at the discretion of this Note results in the Holder each Purchaser to a percentage between 0% and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 19.9% of the number of outstanding Ordinary Shares (as determined under Section 13(d) shares of the Exchange Act)Common Stock outstanding or deemed to be outstanding as of the applicable measurement date, the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) such percentage shall be deemed null and void and set at 19.9% for any Purchaser that does not make such designation on the signature page hereto. The Company shall be cancelled ab initioentitled to rely on representations made to it by any Purchaser in any Notice of Conversion regarding its Beneficial Ownership Limitation. Notwithstanding the foregoing, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a by written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such Purchaser may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed 19.9%, which increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such written notice is delivered to the Company Company, and (ii) any Purchaser may reset the Beneficial Ownership Limitation percentage to a lower percentage provided that such increase or decrease will apply only 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 Requisite Stockholder Approval, and if Requisite Stockholder Approval is not obtained within six months after the initial issuance of the Series C Preferred Stock, the date that is three Business Days after the date that is six months after the initial issuance of the Series C Preferred Stock. Upon such a change by a Purchaser of the Beneficial Ownership Limitation, not to exceed 19.9%, the Beneficial Ownership Limitation may not be further amended by such Purchaser without first providing the minimum notice required by this Section 4.11. Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction (as defined in the Certificate of Designation), the Purchaser may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to the Holder Company and may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Company. The provisions of this Section 4.11 shall be construed, corrected and implemented in a manner so as to effectuate the intended Beneficial Ownership Limitation herein contained and the other Attribution Parties and not to any other holder shares of Notes that is not an Attribution Party of Common Stock underlying the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note Securities in excess of the Maximum Percentage Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder Purchaser for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3(d)(i). For purposes of this Section 3.2(e)(i3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3(d)(i) to the extent necessary to correct this paragraph (or any provision portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e3(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of issue shares pursuant to this Note, and the Holder shall not have the right to convert any portion of this Note receive shares pursuant to the terms and conditions of this Note and any such conversion issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversionissuance, the Holder together with the other Attribution Parties collectively would beneficially own in the aggregate in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such conversionissuance. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of pursuant to, this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i5(D). For purposes of this Section 3.2(e)(i5(D), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of in connection with this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, Agent (as defined in the Securities Exchange Agreement) setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice notice from the Holder related to any issuance of shares of Common Stock in connection with this Note at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall promptly notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice issuance of shares of Common Stock would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i5(D), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased issued pursuant to such Conversion Noticenotice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of pursuant to this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) | shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares; provided, however that, the aggregate number of shares of Common Stock that would otherwise be required to be issued to the Holder pursuant to the terms of this Note shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be issued such shares (and any such shares declared or made on such initial issuance or on any subsequent issuance held similarly in abeyance) to the same extent as if there had been no such limitation. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder Other Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert receive shares pursuant to this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibilityissuance. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e5(D) to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e5(D) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note. The Holder hereby acknowledges and agrees that the Company shall be entitled to rely on the representations and other information set forth in any notice from the Holder related to any issuance of shares of Common Stock in connection with this Note and shall not be required to independently verify whether any issuance of Common Stock pursuant to this Note would cause the Holder (together with the other Attribution Parties) to collectively beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding after giving effect to such issuance or otherwise trigger the provisions of this Section 5(D). The Trustee shall have no obligation to monitor any limitations on beneficial ownership in connection with this Section 5(D).

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% [4.99/9.99]% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of Excess Shares being issued. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the HolderParties. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e3. 2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3. 2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e3. 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e3. 2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company Notwithstanding anything in this Certificate of Designation to the contrary, the Corporation shall not effect the any conversion of any portion of this Notethe Series B Preferred Stock, and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries B Preferred Stock, to the extent that that, after giving effect to an attempted conversion set forth on an applicable Notice of Conversion, such conversionHolder (together with such Holder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder together with the other Attribution Parties collectively is a member) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other Attribution Parties its Affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series B Preferred Stock subject to the Notice of Conversion with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (A) conversion of the remaining, non-converted portion of this Note unconverted Series B Preferred Stock beneficially owned by the such Holder or any of the other Attribution Parties its Affiliates, and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes or convertible preferred stock or warrants) beneficially owned by the such Holder or any other Attribution Party of its Affiliates that are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 6(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 Ordinary Shares shares of Common Stock, absent actual knowledge of such Holder to the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentagecontrary, the a Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xA) the CompanyCorporation’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public annual filing with the SECCommission, as the case may be, (yB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (zC) any other written a more recent notice by the Company Corporation or the Transfer Agent, if any, Corporation’s transfer agent to the Holder setting forth the number of Ordinary Shares outstanding shares of Common Stock then outstanding. Upon the written request of a Holder (the “Reported Outstanding Share Number”which may be by email). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder Corporation shall, within three Trading Days thereof, confirm in writing of to such Holder (which may be via email) the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company shares of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including this Noteshares of Series B Preferred Stock, by the such Holder and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares last publicly reported or confirmed to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage Holder. The initial “Beneficial Ownership Limitation” shall be 9.99% of the number of outstanding Ordinary Shares (as determined under Section 13(d) shares of the Exchange Act), Common Stock outstanding immediately after giving effect to the number issuance of shares so issued by which of Common Stock pursuant to such Notice of Conversion (to the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power extent permitted pursuant to vote or to transfer the Excess Sharesthis Section 6(c)). Upon delivery of a By written notice to the CompanyCorporation, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage which will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such Corporation, a Holder may increase or decrease will apply only the Beneficial Ownership Limitation applicable solely to such Holder to such other percentage limit as may be determined by the Holder and the other Attribution Parties and Holder, not to exceed 19.99%, provided that any other holder of Notes that is not an Attribution Party of increase in the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage Beneficial Ownership Limitation shall not be deemed effective until the 61st day after such notice is delivered to the Corporation. The Corporation shall be beneficially owned entitled to rely on representations made to it by the Holder for in any purpose including for purposes Notice of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteConversion regarding its Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company shall not effect any exercise of the conversion of any portion of this NoteRight, and the Holder shall not have the right to convert exercise any portion of this Note the Right pursuant to the terms and conditions of this Note Agreement and any such conversion exercise shall be null and void and treated as if never made, to the extent that after giving effect to such conversionexercise, the Holder together with the other Attribution Parties collectively (as defined below) would beneficially own in excess of four and ninety nine hundredths percent (4.99% (the “Maximum Percentage”%) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversionexercise (the “Beneficial Ownership Limit”); provided, however, that this Section 16(h) will not apply to any Holder that is subject to Section 16(a) or (b) of the Exchange Act with respect to the Company by virtue of being deemed to be a “director” or “officer” of the Company within the meaning of Section 16 of the Exchange Act. Notwithstanding anything to the contrary in this Section 16(h), upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limit to any other percentage not in excess of nine and ninety nine hundredths percent (9.99%) as specified in such notice; provided that any increase in the Beneficial Ownership Limit will not be effective until the sixty-first (61st) calendar day after the delivery of such written notice. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion exercise of this Note the Right issued hereunder with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion exercise of the remaining, non-converted nonexercised portion of this Note the Right beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i16(h). For purposes of this Section 3.2(e)(i), 16(h) beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion exercise of this Note the Right without exceeding the Maximum PercentageBeneficial Ownership Limit, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice of Issuance from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i16(h), to exceed the Maximum PercentageBeneficial Ownership Limit, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion NoticeNotice of Issuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Right, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion exercise of this Note the Right results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage Beneficial Ownership Limit of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage Beneficial Ownership Limit (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limit to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage Beneficial Ownership Limit will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes a Right that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note the Right hereunder in excess of the Maximum Percentage Beneficial Ownership Limit shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note exercise any Right pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibilityexercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e16(h) to the extent necessary to correct this paragraph (or any provision portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e16(h) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of Right. For the purpose of this NoteAgreement: (x) “Attribution Parties” means any other Person whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect be required to issue to the conversion of any portion of this NoteHolder, and the Holder shall may not have acquire, a number of Shares upon Conversion or otherwise issue any Shares of Common Stock pursuant hereto or the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, Facility Agreement to the extent that after giving effect to that, upon such conversionConversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares then beneficially owned by the Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties shall include Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the 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 herein) would exceed 4.985% of the total number of Ordinary Shares shares of common stock then issued and outstanding (the “4.985% Cap”); provided, however, that the 4.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof (including the representation contemplated by the second paragraph of this Section 2(g)(i)), “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the percentage held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated determined in accordance a manner consistent with the provisions of Section 13(d) of the Exchange Act. For purposes hereof (including the representation contemplated by the second paragraph of this Section 2(g)(i)), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K quarterly or other public filing annual report filed with the SEC, as the case may be, (y) a more recent public announcement or any current report filed by the Company or (z) any other written notice by Corporation with the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)SEC subsequent thereto. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall shall, within one two (2) Trading Day Days, confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have be entitled to rely upon such confirmation for purposes hereof (including the power to vote or to transfer representation contemplated by the Excess Sharessecond paragraph of this Section 2(g)(i)). Upon delivery Delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned Conversion Notice by the Holder for shall constitute a representation by the Holder that the issuance of Common Stock in accordance with such Conversion Notice will not cause the Holder (together with its Affiliates, and any purpose including other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on Act and the applicability applicable regulations of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(eSEC) to beneficially own a number of shares of Common Stock in excess of the extent necessary 4.985% Cap, as determined in accordance with, and subject to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived terms, conditions, qualifications and shall apply to a successor holder of this Noteassumptions set forth in, the immediately preceding paragraph.

Beneficial Ownership Limitation. The Company Notwithstanding anything in this Certificate of Designation to the contrary, the Corporation shall not effect the any conversion of any portion of this Notethe Series E Preferred Stock, and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries E Preferred Stock, to the extent that that, after giving effect to an attempted conversion set forth on an applicable Notice of Conversion, such conversionHolder (together with such Holder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder together with the other Attribution Parties collectively is a member) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other Attribution Parties its Affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series E Preferred Stock subject to the Notice of Conversion with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (A) conversion of the remaining, non-converted portion of this Note unconverted Series E Preferred Stock beneficially owned by the such Holder or any of the other Attribution Parties its Affiliates, and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes or convertible preferred stock or warrants) beneficially owned by the such Holder or any other Attribution Party of its Affiliates that are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i6(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 6(b), 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(b), in determining the number of outstanding Ordinary Shares shares of Common Stock, absent actual knowledge of such Holder to the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentagecontrary, the a Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected stated in the most recent of the following: (xA) the CompanyCorporation’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public annual filing with the SECCommission, as the case may be, (yB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (zC) any other written a more recent notice by the Company Corporation or the Transfer Agent, if any, Corporation’s transfer agent to the Holder setting forth the number of Ordinary Shares outstanding shares of Common Stock then outstanding. Upon the written request of a Holder (the “Reported Outstanding Share Number”which may be by email). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder Corporation shall, within three Trading Days thereof, confirm in writing of to such Holder (which may be via email) the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company shares of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including this Noteshares of Series E Preferred Stock, by the such Holder and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Ordinary Shares last publicly reported or confirmed to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage Holder. The initial “Beneficial Ownership Limitation” shall be 9.99% of the number of outstanding Ordinary Shares (as determined under Section 13(d) shares of the Exchange Act), Common Stock outstanding immediately after giving effect to the number issuance of shares so issued by which of Common Stock pursuant to such Notice of Conversion (to the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power extent permitted pursuant to vote or to transfer the Excess Sharesthis Section 6(b)). Upon delivery of a By written notice to the CompanyCorporation, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage which will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such Corporation, a Holder may increase or decrease will apply only the Beneficial Ownership Limitation applicable solely to such Holder to such other percentage limit as may be determined by the Holder and the other Attribution Parties and Holder, not to exceed 19.99%, provided that any other holder of Notes that is not an Attribution Party of increase in the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage Beneficial Ownership Limitation shall not be deemed effective until the 61st day after such notice is delivered to the Corporation. The Corporation shall be beneficially owned entitled to rely on representations made to it by the Holder for in any purpose including for purposes Notice of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteConversion regarding its Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company Notwithstanding any provision herein to the contrary, Lenders, together with their Affiliates, shall not effect the conversion of any portion of this Note, and the Holder shall not have the right be permitted to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate a number of Ordinary Shares shares of Common Stock (other than shares that may be deemed beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is except for being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i2.4(h)(iv)) in excess of 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of Borrower and Lenders that Lenders, together with their Affiliates, not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding at any time; provided, however, that Agent shall have the right, upon 61 days’ prior written notice to Borrower, to waive the 9.99% limitation of this subsection. Notwithstanding anything contained herein to the contrary, Borrower shall not be permitted to issue to Lenders, and Lenders shall not be required to accept, shares of Common Stock pursuant to ether a Borrower Conversion Election Notice or an Agent Conversion Election Notice if and to the extent such issuance, when taking together with all other issuances pursuant to prior such notices, would result in (A) the issuance of more than 19.99% of the Common Stock outstanding as of the date of this Agreement or (B) Lenders, together with their Affiliates, beneficially owning in excess of 19.99% of the outstanding Common Stock (each of clauses (A) and (B) are referred to herein as the “Cap”). For purposes of this Section 3.2(e)(i)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act. For purposes Act of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC1934, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the HolderAgent, the Company Borrower shall within one Trading Day business day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Agent the number of shares so of Common Stock then issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery outstanding as of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notegiven date.

Beneficial Ownership Limitation. The Company Notwithstanding any provision herein to the contrary, Lender, together with its Affiliates, shall not effect the conversion of any portion of this Note, and the Holder shall not have the right be permitted to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate a number of Ordinary Shares shares of Common Stock (other than shares that may be deemed beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is except for being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i2.2(e)(iv) in excess of 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of Borrower and Lender that Lender, together with its Affiliates, not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding at any time; provided, however, that Lender shall have the right, upon 61 days’ prior written notice to Borrower, to waive the 9.99% limitation of this subsection. Notwithstanding anything contained herein to the contrary, Borrower shall not be required to issue or permitted to issue to Lender, and Lender shall not be required or permitted to accept, shares of Common Stock pursuant to a Conversion Election Notice if and to the extent such issuance, when taking together with all other issuances pursuant to prior Conversion Election Notices, would result in (A) the issuance of more than 19.99% of the Common Stock outstanding as of the date of this Agreement or (B) Lender, together with its Affiliates, beneficially owning in excess of 19.99% of the outstanding Common Stock (each of clauses (A) and (B) are referred to herein as the “Cap”). For purposes of this Section 3.2(e)(i)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act. For purposes Act of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC1934, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the HolderLender, the Company Borrower shall within one Trading Day two business days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), Lender the number of shares so of Common Stock then issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery outstanding as of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Notegiven date.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such payment or conversion shall be null and void and treated as if never made, to the extent that after giving effect to such Amortization Payment or conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such payment or conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable with respect to such Amortization Payment (or applicable portion thereof) or upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) payment or conversion of the remaining, non-converted unpaid or unconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i7(A). For purposes of this Section 3.2(e)(i7(A), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder Company may acquire issue upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, Agent (as defined in the Securities Purchase Agreement) setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, (i) upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstandingoutstanding and (ii) upon the written or oral request of the Company (which may be made once in connection with each delivery of a conversion notice), the Holder shall within one (1) Trading Day confirm in writing or by electronic mail to the Company the number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties (and in no event will the Company be liable for any damages under any Transaction Document resulting from its reliance on incorrect information in such confirmation from the Holder or, if such confirmation is not provided in a timely manner, its reasonable reliance on the best information then available regarding the beneficial ownership of the Holder and the other Attribution Parties). In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of pursuant to this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder Other Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note issue shares of Common Stock to the Holder pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibilitythe ability to issue shares of Common Stock hereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e7(A) to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e7(A) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note. To the extent that (i) any shares of Common Stock were not issuable to the Holder due to such shares constituting Excess Shares and (ii) the Company has not otherwise paid or issued to the Holder the applicable portion of the Amortization Payment, Conversion Consideration or Event of Default Conversion Consideration applicable to such shares in accordance with this Note, if the Holder subsequently determines that the issuance of all or a portion of such shares would not cause the Holder’s and the other Attribution Parties’ aggregate beneficial ownership to exceed the Maximum Percentage, then the Holder may, by written notice to the Company, notify the Company as to what portion of such shares no longer constitute Excess Shares and the Company shall cause such shares to be delivered to the Holder on or before the second (2nd) Business Day following receipt of such notice.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes notes, including, without limitation, the Other Notes (if issued pursuant to the Purchase Agreement), or convertible preferred stock or warrants, including, without limitation, the Warrants and the Additional Warrants (if issued pursuant to the Purchase Agreement)) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3(d). For purposes of this Section 3.2(e)(i3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3(d) to the extent necessary to correct this paragraph (or any provision portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e3(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the A Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeits Notes, to the extent that that, after giving effect to the conversion set forth on the applicable conversion notice (a “Conversion Notice”), such conversion, the Holder (together with the other 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 collectively Parties”)) would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other its Affiliates and Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Notes (or portion thereof) with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (Ai) conversion of the remaining, non-converted portion of this Note unconverted Notes beneficially owned by the such Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Notes) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i5.01(D), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. 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. To the extent that the limitation contained in this Section 5.01(D) applies, the determination of whether the Notes are convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and the aggregate principal amount of Notes that are convertible shall be in the sole discretion of such Holder, and the submission of a Conversion Notice shall be deemed to be such Holder’s determination of whether the Notes identified therein may be converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and the aggregate principal amount of Notes that are convertible, in each case subject to the Beneficial Ownership Limitation. For purposes of this Section 5.01(D), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock outstanding, the a Holder may rely on the number of shares of Common Stock outstanding Ordinary Shares as reflected stated in the most recent of the following: (xi) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K periodic or other public filing annual report filed with the SEC, as the case may be, (yii) a more recent public announcement by the Company or (ziii) any other a more recent written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If Upon the written or oral request of a Holder (which may be via email), or if the Company receives a Conversion Notice from the Holder at a time when the actual number outstanding shares of outstanding Ordinary Shares Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder shall, within two Trading Days, confirm orally and in writing of to such Holder the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i5.01(D), to exceed the Maximum PercentageBeneficial Ownership Limitation, the Holder must shall notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased issued pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of shares of Common Stock outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Notes, by the such Holder and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of shares of Common Stock outstanding was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage The “Beneficial Ownership Limitation” shall initially be 9.99% of the number of shares of Common Stock outstanding Ordinary Shares (as determined under Section 13(d) immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Exchange Act)Notes (or portion thereof) held by the applicable Holder. A Holder, the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder Trustee and the Conversion Agent, may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limitation provisions of this Section 5.01(D) applicable to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any its Notes. Any such increase in the Maximum Percentage Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company Company, the Trustee and (ii) any the Conversion Agent and shall only apply to such increase or decrease will apply only to the Holder and the no other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph Section 5.01(D) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e5.01(D) to the extent necessary to correct this paragraph (or any provision portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation contained in this Section 3.2(e) herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this Section 3.2(e) may not be waived and paragraph shall apply to a successor holder of Notes. Under no circumstances shall the Trustee or the Conversion Agent have any obligation to monitor the ownership of shares of Common Stock of any Holder or beneficial owner of the shares of Common Stock or identify any beneficial owner of the Notes, or otherwise make any determination, monitor or otherwise take any action with respect to the restrictions set forth in this NoteSection 5.01(D). If any Conversion Consideration otherwise due upon the conversion of any Note is not delivered as a result of the Beneficial Ownership Limitation, then the Company’s obligation to deliver such Conversion Consideration shall not be extinguished, and the Company shall deliver such Conversion Consideration as soon as reasonably practicable after the Holder of such Note provides written confirmation to the Company that such delivery will not contravene the Beneficial Ownership Limitation. Any purported delivery of shares of Common Stock upon conversion of any Note will be void and have no effect to the extent, and only to the extent, that such delivery would contravene the Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect the any conversion of any portion of this Note, the Series C Preferred Stock and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries C Preferred Stock, to the extent that that, immediately prior to or after giving effect to an attempted conversion set forth on an applicable Notice of Conversion, such conversion, the Holder together with the other Attribution Parties Parties, collectively would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other its Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the such Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note the Series C Preferred Stock subject to the Notice of Conversion with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note unconverted Series C Preferred Stock beneficially owned by the such Holder or any of the other its Attribution Parties Parties, and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the such Holder or any other of its Attribution Party Parties that are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein. Except as set forth in this Section 3.2(e)(i). For the preceding sentence, for purposes of this Section 3.2(e)(i6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the applicable regulations of the Commission. To the extent that the limitation contained in this Section 6(c) applies, the determination of whether shares of Series C Preferred Stock may be converted by the Holder (in relation to other securities owned by the Holder together with its Attribution Parties) and of the number of shares of Series C Preferred Stock that may be converted shall be in the sole discretion of the Holder, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 6(c), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the a Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (xA) the CompanyCorporation’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q and Current Reports on Form 8-K or other public filing with the SECCommission, as the case may be, (yB) a more recent public announcement by the Company Corporation, or (zC) any other written notice by the Company Corporation or the Transfer Agent, if any, transfer agent setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect Such Purchaser represents and warrants on behalf of itself and all of its Non-Excluded Affiliates that assuming the conversion accuracy of any portion of this Note, Section 5.7 and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after without giving effect to such conversionthe issuance, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous of the Warrants, as of the Signing Date, the Purchaser, together with its Non-Excluded Affiliates, beneficially owns (as calculated pursuant to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and Rule 13d-3 promulgated thereunder) less than 9.9% of the issued and outstanding Common Stock of the Company. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion Notwithstanding any other provision of this Note Agreement, without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other prior written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities consent of the Company, including this Notesuch Purchaser shall not, by the Holder and any shall cause its Affiliates (other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares than Brookfield) to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed not, directly or indirectly: (a) acquire, offer to beneficially acquire, solicit an offer to sell, own, in the aggregateor purchase, more than the Maximum Percentage any shares of Common Stock of the number Company which, when aggregated with all other shares of outstanding Ordinary Shares Common Stock of the Company then beneficially owned (as determined under calculated pursuant to Section 13(d) of the Exchange ActAct and Rule 13d-3 promulgated thereunder) by the Purchaser and its Affiliates (other than Brookfield) (but not including any shares of Common Stock that are issuable, but have not yet been issued, upon exercise of the Warrants or any other warrants held by such Purchaser or its Affiliates (other than Brookfield)), would result in the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable calculated pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(eAct and Rule 13d-3 promulgated thereunder) by such Purchaser and its Affiliates (other than Brookfield) of more than 9.9% of the then issued and outstanding shares of Common Stock of the Company (unless and until such Purchaser (or such Affiliate, as applicable) shall have obtained any effect and all state and federal agency “change of control” regulatory approvals that are applicable to the Company and its regulated Subsidiaries required in order to exceed such threshold (which, upon the request of such Purchaser, the Company shall take reasonable best efforts to assist such Purchaser in obtaining)); or (b) except as permitted by this Agreement, the other Transaction Documents, the MAV Transaction Agreement or any of the Transaction Agreements (as defined in the MAV Transaction Agreement), during the period beginning on the applicability date of this Agreement and ending at such time as the Purchasers and their Affiliates (other than Brookfield) beneficially own (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), in the aggregate, a number of shares of Common Stock equal to less than 10% of the then issued and outstanding Common Stock of the Company, (i) make, or in any way participate, in any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company, (ii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its securities or material assets, (iii) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act (other than with any other Purchaser, any Affiliate of any Purchaser, or any entities, funds, accounts, or clients managed, sponsored or advised by OCM or any of its Affiliates) in connection with any of the foregoing, (iv) make a public announcement in connection with seeking to control or influence the management, Board of Directors or policies of the Company, or (v) take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clause (a) above or this clause (b). Notwithstanding anything to the contrary herein, (x) the provisions of set forth in this Section 3.2(e5A.13 shall terminate upon the earlier of (1) the Outside Date, if the Initial Closing has not yet then occurred, and (2) the occurrence of an Event of Default or a Fundamental Change Event and (y) nothing in this Section 5A.13, shall restrict or prevent any Purchaser or any of its Affiliates from (i) purchasing, acquiring or investing in, holding, voting or taking any other action with respect to, or making any offer to purchase, acquire or invest in, any indebtedness or preferred equity of any Person, including the Company or any of its Affiliates, (ii) exercising or enforcing rights expressly set forth in this Agreement, the Transaction Documents, the MAV Transaction Agreement or any of the Transaction Agreements (as defined in the MAV Transaction Agreement) or as a creditor under applicable law, (iii) making or submitting (on a strictly private basis) to the Board of Directors any proposal or offer that is intended to be made and submitted on a non-publicly disclosed or announced basis (and would not reasonably be expected to require public disclosure by any Person), (iv) receiving any dividends, similar distributions or interest with respect to any subsequent determination securities of convertibility. The provisions the Company held by any Purchaser or any of this paragraph shall be construed and implemented its Affiliates or (v) voting (or abstaining from voting) any shares of Common Stock of the Company in a any manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective that such Purchaser or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this NoteAffiliate deems appropriate.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note Note, pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted unconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i8(J)(i). For purposes of this Section 3.2(e)(i8(J)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, Agent (as defined in the Securities Purchase Agreement) setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice conversion notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) promptly notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice conversion notice would otherwise cause the Holder’s 's beneficial ownership, as determined pursuant to this Section 3.2(e)(i8(J)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares conversion shares to be purchased issued pursuant to such Conversion Noticeconversion notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e8(J)(i) to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e8(J)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion exercise of any portion of this Notethe Right, and the Holder shall not have the right to convert exercise any portion of this Note the Right, pursuant to the terms and conditions of this Note the Right and any such conversion exercise shall be null and void and treated as if never made, to the extent that after giving effect to such conversionexercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99[ ]2% (the “Maximum Percentage”) of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such conversionexercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number shares of Ordinary Shares Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion exercise of this Note the Right with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the shares of Common Stock which would be issuable upon (A) conversion exercise of the remaining, non-converted unexercised portion of this Note the Right beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsRights) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)8.7. For purposes of this Section 3.2(e)(i)8.7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange 1934 Act. For purposes of the Right, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion exercise of this Note the Right without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion an Notice of Issuance from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice of Issuance would otherwise cause the Holder’s 's beneficial ownership, as determined pursuant to this Section 3.2(e)(i)8.7, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Right Shares to be purchased pursuant to such Conversion NoticeNotice of Issuance (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Right, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion exercise of this Note the Right results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange 1934 Act), the number of shares so issued by which the Holder’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes any right that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note the Right in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange 1934 Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) 8.7 to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) 8.7 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of the Right. 2 Insert 4.99% or 9.99% as elected by the Investor upon signing of this NoteAgreement.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3(d)(i). For purposes of this Section 3.2(e)(i3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3(d)(i) to the extent necessary to correct this paragraph (or any provision portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e3(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this NoteNote .

Beneficial Ownership Limitation. The Except as provided in Section 6(b) above, the Company shall not effect the any conversion of any portion of this Notethe Series A Preferred Stock, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, Series A Preferred Stock to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.994.9% (the “Maximum Percentage”) of the Ordinary Shares number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series A Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion nonconverted shares of this Note Series A Preferred Stock beneficially owned by the Holder or any of its affiliates, so long as such shares of Series A Preferred Stock are not convertible within sixty (60) days from the other Attribution Parties date of such determination, and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsincluding the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)herein beneficially owned by the Holder or any of its affiliates, so long as such other securities of the Company are not exercisable nor convertible within sixty (60) days from the date of such determination. For purposes of this Section 3.2(e)(i6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in the most recent of the following: (xA) the Company’s 's most recent quarterly reports, Form 10-Q, Form 10-QSB, Annual Report on Reports, Form 2010-F and Report on K, or Form 610-K or other public filing with the SECKSB, as the case may be, as filed with the Commission under the Exchange Act (yB) a more recent public announcement by the Company or (zC) any other written notice by the Company or the Transfer Agent, if any, Company's transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one two (2) Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Series A Preferred Stock, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the such number of outstanding Ordinary Shares shares of Common Stock was publicly reported by the Company. This Section 6(c) may be waived or amended only with the consent of the Holders of all of the Series A Preferred Stock and the consent of the holders of a majority of the shares of outstanding Common Stock of the Company who are not Affiliates. For the purpose of the immediately preceding sentence, the term "Affiliate" shall mean any person: (as determined a) that directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common control with the Company, or (b) who beneficially owns (i) any shares of Series A Preferred Stock, or (ii) the Company's Common Stock Purchase Warrant(s) dated December 29, 2005. For purposes of this Section 6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Common Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Common Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Common Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3.2(d). For purposes of this Section 3.2(e)(i3.2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Common Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and F, Current Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Common Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Common Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3.2(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Common Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Common Shares then outstanding. In any case, the number of outstanding Ordinary Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Common Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Common Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of Excess Shares being issued. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the HolderParties. For purposes of clarity, the Ordinary Common Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e3.2(d) shall have any effect on the applicability of the provisions of this Section 3.2(e3.2(d) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3. 2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e3.2(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e3.2(d) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Except as provided in Section 6(b) of this Statement of Designations, which shall apply as stated therein if an Automatic Conversion Event shall occur, the right of the Holder to convert the Series A Preferred Stock shall be subject to the 4.9% Limitation, with the result that Company shall not effect the any conversion of any portion of this Notethe Series A Preferred Stock, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries A Preferred Stock, to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.994.9% (the “Maximum Percentage”) of the Ordinary Shares number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), Amendment beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange Act, and Regulation 13d-3 thereunder. For purposes of this Section 6(c), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in the most recent of the following: (xA) the Company’s most recent quarterly reports (Form 10-Q or Form 10-QSB), Annual Report on Reports (Form 20-F and Report on Form 610-K or other public filing Form 10-KSB), or definitive proxy statement or information statement as filed with the SEC, as Commission under the case may beExchange Act, (yB) a more recent public announcement by the Company Company, or (zC) any other written notice by the Company or the Transfer Agent, if any, Company’s transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one two (2) Trading Day Days confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Notethe Series A Preferred Stock, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the such number of outstanding Ordinary Shares (as determined under Section 13(d) shares of the Exchange Act), the number of shares so issued Common Stock was publicly reported by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which 4.9% Limitation may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Noteor amended.

Beneficial Ownership Limitation. The Company shall not effect affect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i3(d)(i). For purposes of this Section 3.2(e)(i3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange 1934 Act. For purposes of determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange 1934 Act. No prior inability to convert this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e3(d)(i) to the extent necessary to correct this paragraph (or any provision portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e3(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect the any conversion of any portion of this Notethe Series C-1 Preferred Stock, and the a Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never madeSeries C-1 Preferred Stock, to the extent that that, after giving effect to an attempted conversion set forth on an applicable Notice of Conversion, such conversionHolder (together with such Holder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s 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 together with is a member (the other foregoing, “Attribution Parties collectively Parties”)) would beneficially own a number of shares of Common Stock in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversionas defined below). For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the such Holder and the other its Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series C-1 Preferred Stock subject to the Notice of Conversion with respect to which the such determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be are issuable upon (A) conversion of the remaining, non-converted portion of this Note unconverted Series C-1 Preferred Stock beneficially owned by the such Holder or any of the other its Attribution Parties Parties, and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes or convertible preferred stock or warrants) beneficially owned by the such Holder or any other of its Attribution Party Parties that are subject to a limitation on conversion or exercise analogous similar to the limitation contained in this Section 3.2(e)(i). For purposes of this Section 3.2(e)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F and Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note Note, pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “"Maximum Percentage”") of the Ordinary Shares number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares shares of Common Stock held by the Holder and all other Attribution Parties plus the number of Ordinary Shares shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted unconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i8(K)(i). For purposes of this Section 3.2(e)(i8(K)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, Agent (as defined in the Securities Purchase Agreement) setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “"Reported Outstanding Share Number”"). If the Company receives a Conversion Notice conversion notice from the Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) promptly notify the Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice conversion notice would otherwise cause the Holder’s 's beneficial ownership, as determined pursuant to this Section 3.2(e)(i8(K)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares conversion shares to be purchased issued pursuant to such Conversion Noticeconversion notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “"Excess Shares”") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) paragraph shall have any effect on the applicability of the provisions of this Section 3.2(e) paragraph with respect to any subsequent determination of convertibilityconvertability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e8(K)(i) to the extent necessary to correct this paragraph or any provision portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e8(K)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) paragraph may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect Notwithstanding anything to the conversion of any portion contrary in this Indenture or the Notes, but subject to the last paragraph of this NoteSection 14.13, no Note will be optionally convertible by the Holder thereof to the extent, and only to the extent, that such conversion or convertibility would result in such Holder (together with its Affiliates and any Person whose beneficial ownership of Common Stock would be aggregated with that of the Holder shall not have for purposes of Section 13(d) of the right to convert Exchange Act and the applicable regulations of the Commission), or any portion “group” (within the meaning of this Note pursuant to Section 13(d)(3) of the terms and conditions of this Note and any Exchange Act) that includes such conversion shall be null and void and treated as if never madeHolder, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own owning in excess of 4.999.99% (the “Maximum Percentage”) of the Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of ; provided, however, that this Section 14.13 will not apply to any Forced Conversion pursuant to Article 16 (the foregoing restrictions set forth in this sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i“Ownership Limitation”). For purposes of this Section 3.2(e)(i)these purposes, beneficial ownership shall and calculations of percentage ownership will be calculated determined in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission, including Rule 13d-3 under the Exchange Act. For purposes of determining the number of outstanding Ordinary Shares the shares of Common Stock a Holder may acquire upon the conversion of this Note such Notes without exceeding the Maximum PercentageOwnership Limitation, the such Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 2010-F and K, Quarterly Report on Form 610-Q, Current Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice notice of conversion from the a Holder at a time when the actual number of outstanding Ordinary Shares shares of Common Stock is less than different from the Reported Outstanding Share Number, the Company shall notify the such Holder in writing of the number of Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Noticeoutstanding. For Upon any reason at any time, upon the written or oral request of the any Holder, the Company shall within one Trading Day three (3) Business Days confirm orally and in writing or by electronic mail to the such Holder the number of Ordinary Shares shares of Common Stock then outstanding. In Any purported delivery of shares of Common Stock upon conversion of any case, the number of outstanding Ordinary Shares shall Note will be determined after giving void and have no effect to the conversion or exercise extent, and only to the extent, that such delivery would contravene the Ownership Limitation. For the avoidance of securities of doubt, nothing in this Section 14.13 shall limit the Company’s right to elect the Settlement Method applicable to any conversion permitted by this Indenture, including this Note, by the Holder and any other Attribution Party since failure to deliver the date as shares of which the Reported Outstanding Share Number was reported. In the event that the issuance Common Stock, if any, in respect of Ordinary Shares a conversion to the Holder upon extent such conversion of is not permitted due to this Note results in Section 14.13 will not constitute a Default. The Trustee shall have no obligation to monitor the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Ownership Limitation or any Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Sharescompliance therewith. Upon delivery of a written notice to the Company, any Holder may waive this Section 14.13, or increase the Ownership Limitation to such percentage as the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not shall determine, in excess of 9.99% as specified in such notice; its sole discretion; provided that (i) any such increase in waiver of the Maximum Percentage Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease waiver will apply only to the such Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares shares of Common Stock issuable to a Holder pursuant to the terms of this Note Indenture in excess of the Maximum Percentage Ownership Limitation shall not be deemed to be beneficially owned by the such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note such Notes pursuant to this Section 3.2(e) 14.13 shall have any effect on the applicability of the provisions of this Section 3.2(e) 14.13 with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) 14.13 may not be waived other than pursuant to this Section 14.13 and shall apply to a successor holder of this Notesuch Notes.

Beneficial Ownership Limitation. The Company Except as provided in Section 6(b) above, the Corporation shall not effect the any conversion of any portion of this Notethe Series A Preferred Stock, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, Series A Preferred Stock to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.994.9% (the “Maximum Percentage”) of the Ordinary Shares number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number shares of Ordinary Shares Common Stock issuable upon conversion of this Note the Series A Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion nonconverted shares of this Note Series A Preferred Stock beneficially owned by the Holder or any of its affiliates, so long as such shares of Series A Preferred Stock are not convertible within sixty (60) days from the other Attribution Parties date of such determination, and (B) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrantsincluding the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e)(i)herein beneficially owned by the Holder or any of its affiliates, so long as such other securities of the Corporation are not exercisable nor convertible within sixty (60) days from the date of such determination. For purposes of this Section 3.2(e)(i6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 6(c), in determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion shares of this Note without exceeding the Maximum PercentageCommon Stock, the Holder may rely on the number of outstanding Ordinary Shares shares of Common Stock as reflected in the most recent of the following: (xA) the CompanyCorporation’s most recent quarterly reports, Form 10-Q, Form 10-QSB, Annual Report on Reports, Form 2010-F and Report on K, or Form 610-K or other public filing with the SECKSB, as the case may be, as filed with the Commission under the Exchange Act (yB) a more recent public announcement by the Company Corporation or (zC) any other written notice by the Company Corporation or the Transfer Agent, if any, Corporation’s transfer agent setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number shares of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then Common Stock outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.2(e) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.the