Common use of Compliance with Principal Market Rules Clause in Contracts

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 1,807,562 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereofof the Common Stock Purchase Agreement dated May 4, 2017, as amended and restated as of March 29, 2019, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.86 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of the Common Stock Purchase Agreement dated May 4, 2017, as amended and restated as of March 29, 2019 or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of the Common Stock Purchase Agreement dated May 4, 2017, as amended and restated as of March 29, 2019 (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Company shall be limited to 13,341,750 not issue more than 95,497,527 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.2134 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of Company shall not issue more than 3,523,717 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price Average Price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 2.6298 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of shares of Common Stock that may be issued Company shall not issue more than 3,154,255 Ordinary Shares (including the Commitment Shares) (the "Exchange Cap") under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock Ordinary Shares as of the date hereof, unless stockholder shareholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares Ordinary Shares issued under this Agreement is equal to or greater than $0.53 7.18 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Ordinary Shares immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock Ordinary Shares under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder shareholder approval to issue more than 19.99% of its outstanding shares of Common Stock Ordinary Shares hereunder if such issuance would require stockholder shareholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of Ordinary Shares issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 4,500,000 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.7320 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(g), the total number of Company shall not issue more than 14,768,682 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.9399 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the Five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 14,643,920 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.62 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e)2(f) hereof, the total number of Company shall not issue more than 17,678,502 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 (the “Minimum Price”)1.26, a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e1(h), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 41,917,130 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 2.37 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Purchaser shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 10,447,102 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.08 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Company shall be limited to 13,341,750 not issue more than 3,289,552 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 7.523 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 6,221,603 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 2.20 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e)herein, the total number of Company shall not issue more than 7,726,165 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereofhereof (the “Exchange Cap”), unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement (including the Commitment Shares) is equal to or greater than $0.53 0.4687 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more and sell shares in excess of the Exchange Cap at a price less than 19.99% of its outstanding shares of Common Stock hereunder the Minimum Price if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e‎2‎(g), the total number of Company shall not issue more than 9,592,607 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.3557 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this A&R Agreement to the contrary, and in addition to the limitations set forth in Section 1(e1(b), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), A&R Agreement shall be limited to 13,341,750 16,228,567 shares of Common Stock (the “Exchange Common Stock Cap”), which equals 19.9919.9% of the Company’s outstanding shares of Common Stock as of the date hereof, unless Company stockholder approval is obtained to issue more than such 19.99%Common Stock Cap. The Exchange 2022 Purchase shall not be included in the number of shares counted towards the Common Stock Cap. The Common Stock Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and or at any time the Exchange Common Stock Cap is reached and at all times thereafter if the average price paid for all shares issued under this A&R Agreement is equal to or greater than $0.53 0.5579 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this A&R Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this A& R Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction transactions contemplated hereby would not be “below market” and the Exchange Common Stock Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transactiontransaction involving the Company and affecting its capital stock. Notwithstanding anything to the contrary in this Agreement or otherwise, the The Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this A&R Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.9919.9% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 11,007,726 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 0.4879 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of Company shall not issue more than 21,612,508 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 9.92 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 4,372,373 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder shareholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash stock dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder shareholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 8.63 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash stock dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder shareholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder shareholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in The Company shall not sell any shares of Common Stock under this Agreement and the Investor shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the contraryextent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached and, therefore, in the aggregate with any other issuance(s) by the Company, to be in violation of the rules and in addition regulations of the Principal Market. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the limitations set forth in Section 1(e), shareholders of the total number of shares Company approving the transaction contemplated by this Agreement and additional issuances of Common Stock that may be issued in excess of the Exchange Cap, upon a purchase under this Agreement, including the Purchase Shares and the Additional Commitment Shares (as defined in Section 4(e) hereof)issuable pursuant to such purchase would, shall be limited to 13,341,750 together with all Purchase Shares and Additional Commitment Shares or any other issuances previously issued by the Company, exceed 7,542,928 shares of Common Stock (the “Exchange Cap”), which equals or 19.99% of the Company’s 37,733,506 outstanding shares of Common Stock as of the date hereof, unless stockholder of this Agreement). Upon the Company obtaining requisite shareholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for and sell any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time shares in excess of the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to (or greater than $0.53 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, if the Company shall not be obligated to obtain shareholder approval pursuant to the rules of the principal market on which the securities are traded), the number of shares which may be issued hereunder will be increased so that the total number of shares issuable hereunder is at least that number of Purchase Shares reserved in Section 4(d) of this Agreement. The Company hereby covenants and agrees that in the event it is required to get such shareholder approval in compliance xxxx the rules or permitted regulations of the Principal Market on which the Company's securities are then listed it shall use its reasonable best efforts to issue, get requisite shareholder approval for such additional Purchase Shares and the Buyer entire transaction contained herein within one hundred twenty (120) days from the date hereof. The Company shall not be required to purchase, issue any shares of Common Stock Purchase Shares under this Agreement whatsoever if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under Market on which the Company’s securities are then listed for trading and with which rules or regulations of the Principal MarketCompany is then required to comply.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 1,592,914 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 9.046 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 13,594,562 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 3.38 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 2,842,417 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 0.68 (the “Minimum Price”), a price equal to the consolidated closing bid price of the Common Stock on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock Ordinary Shares that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 shares of Common Stock 7,000,394 Ordinary Shares (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock Ordinary Shares as of the date hereof, unless stockholder shareholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock share split, reverse stock share split or other similar transaction. The foregoing limitation shall not apply if stockholder shareholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares Ordinary Shares issued under this Agreement is equal to or greater than $0.53 0.48978 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Ordinary Shares immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock share split, reverse stock share split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock Ordinary Shares under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal MarketMarket or other applicable law (including, without limitation the Israeli Companies Law – 1999, as amended – “Companies Law”). The Company may, in its sole discretion, determine whether to obtain stockholder shareholder approval to issue more than 19.99% of its outstanding shares of Common Stock Ordinary Shares hereunder if such issuance would require stockholder shareholder approval under the rules or regulations of the Principal MarketMarket or the Companies Law.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, sell any shares of Common Stock under this Agreement if such hereunder in the event that the issuance would breach the Company’s obligations under the rules or regulations of the Principal MarketMarket including if the issuance would violate such rules whereby the Purchase Price for any such purchase of Purchase Shares is less than the Base Price. The “Base Price” is $1.62 which is the greater of (x) the Market Price and (y) the book value per share of Common Stock as of March 31, 2010. “Market Price” shall mean $1.62, which price is at least the Closing Sale Price of the Common Stock on the Business Day immediately preceding the date of this Agreement. The Company may, in its sole discretion, determine whether hereby represents and warrants to obtain stockholder approval to issue more than 19.99% of its outstanding shares the Investor that the book value per share of Common Stock hereunder as of March 31, 2010, is $(1.13). The Company shall not be required or permitted to issue any Purchase Shares under this Agreement if such issuance would require stockholder approval could breach the Company's obligations under the rules or regulations of the Principal MarketMarket including in the event that after giving effect to a purchase the "Exchange Cap" shall be deemed to be reached. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, and any sales have occurred at below the Base Price, upon a purchase under this Agreement, the Purchase Shares and the Commitment Shares issuable pursuant to such purchase would, together with all Purchase Shares and Commitment Shares previously issued under this Agreement, exceed 1,987,933 shares of Common Stock (19.99% of the 9,944,638 outstanding shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of Company shall not issue more than 12,873,368 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.5057 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as adjusted in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in The Company shall not sell any shares of Common Stock under this Agreement and the Investor shall not have the right or the obligation to purchase shares of Common Stock under this Agreement to the contraryextent that after giving effect to such purchase the "Exchange Cap" shall be deemed to be reached and, therefore, in the aggregate with any other issuance(s) by the Company, to be in violation of the rules and in addition regulations of the Principal Market. The "Exchange Cap" shall be deemed to have been reached if, at any time prior to the limitations set forth in Section 1(e), shareholders of the total number of shares Company approving the transaction contemplated by this Agreement and additional issuances of Common Stock that may be issued in excess of the Exchange Cap, upon a purchase under this Agreement, including the Purchase Shares and the Commitment Shares (as defined in Section 4(e) hereof)issuable pursuant to such purchase would, shall be limited to 13,341,750 together with all Purchase Shares and Commitment Shares or any other issuances previously issued by the Company, exceed 7,542,928 shares of Common Stock (the “Exchange Cap”), which equals or 19.99% of the Company’s 37,733,506 outstanding shares of Common Stock as of the date hereof, unless stockholder of this Agreement). Upon the Company obtaining requisite shareholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for and sell any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time shares in excess of the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to (or greater than $0.53 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, if the Company shall not be obligated to obtain shareholder approval pursuant to the rules of the principal market on which the securities are traded), the number of shares which may be issued hereunder will be increased so that the total number of shares issuable hereunder is at least that number of Purchase Shares reserved in Section 4(d) of this Agreement. The Company hereby covenants and agrees that in the event it is required to get such shareholder approval in compliance with the rules or permitted regulations of the Principal Market on which the Company's securities are then listed it shall use its reasonable best efforts to issue, get requisite shareholder approval for such additional Purchase Shares and the Buyer entire transaction contained herein within one hundred twenty (120) days from the date hereof. The Company shall not be required to purchase, issue any shares of Common Stock Purchase Shares under this Agreement whatsoever if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under Market on which the Company’s securities are then listed for trading and with which rules or regulations of the Principal MarketCompany is then required to comply.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e‎2‎(f), the total number of Company shall not issue more than 5,231,022 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.70 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 5,033,667 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 1.38 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 4,273,411 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 3.96 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 11,227,637 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.545 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(g), the total number of Company shall not issue more than 2,712,094 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 3.47 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 1,987,474 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 3.83 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 5,811,638 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.79 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 3,255,700 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 6.76 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 8,140,373 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 1.85 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 1,807,562 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 0.86 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Preferred Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 not exceed such number of shares of Preferred Stock that are convertible into an aggregate of 13,561,804 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%number of shares of Common Stock issuable upon conversion of the Preferred Stock. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if apply, regardless of whether stockholder approval has not been obtained and obtained, if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares Preferred Shares issued under this Agreement is equal to or greater than $0.53 129.50 (the “Minimum Price”), a price equal to ten times the consolidated closing bid price of the Common Stock on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock Purchase Shares under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder upon the conversion of the Purchase Shares if such issuance would require stockholder approval under the rules or regulations of the Principal Market. Notwithstanding anything to the contrary contained herein, no Buyer shall be obligated to purchase any Preferred Stock unless such shares of Preferred Stock are fully convertible at the time of purchase except as such conversion may be limited by any beneficial ownership limitations agreed to or imposed by the Buyers.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 2,354,717 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.55 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 51,587,944 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.5533 per share (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement and (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 3,722,251 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.876 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(g), the total number of Company shall not issue more than 5,991,912 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock (including, without limitation, the Commitment Shares) issued under this Agreement is equal to or greater than $0.53 0.4719 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market, and if at any time the Principal Market is not the Nasdaq Global Select Market, the rules of such other Principal Market shall apply, as applicable. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 1,650,893 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.64 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of Company shall not issue more than 2,020,205 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price Average Price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 2.1668 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e1(b), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 5,497,050 shares of Common Stock (the “Exchange Common Stock Cap”), which equals 19.9919.9% of the Company’s outstanding shares of Common Stock as of the date hereof, unless Company stockholder approval is obtained to issue more than such 19.99%Common Stock Cap. The Exchange Common Stock Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and or at any time the Exchange Common Stock Cap is reached and at all times thereafter if the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 1.26 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof Effective Date (in such circumstance, for purposes of the Principal Market, the transaction transactions contemplated hereby would not be “below market” and the Exchange Common Stock Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transactiontransaction involving the Company and affecting its capital stock. Notwithstanding anything to the contrary in this Agreement or otherwise, the The Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.9919.9% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 6,629,039 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 3.91 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e)2(g) hereof, the total number of Company shall not issue more than 22,565,270 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 5.658 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 90,000,000 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0. 2883 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock Ordinary Shares that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 shares of Common Stock 963,914 Ordinary Shares (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock Ordinary Shares as of the date hereof, unless stockholder shareholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock share split, reverse stock share split or other similar transaction. The foregoing limitation shall not apply if stockholder shareholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares Ordinary Shares issued under this Agreement is equal to or greater than $0.53 3.44 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Ordinary Shares immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock share split, reverse stock share split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock Ordinary Shares under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal MarketMarket or other applicable law (including, without limitation the Israeli Companies Law – 1999, as amended – “Companies Law”). The Company may, in its sole discretion, determine whether to obtain stockholder shareholder approval to issue more than 19.99% of its outstanding shares of Common Stock Ordinary Shares hereunder if such issuance would require stockholder shareholder approval under the rules or regulations of the Principal MarketMarket or the Companies Law.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including Agreement on or after the Commitment Shares (as defined in Section 4(e) hereof), date of the Second Amendment shall be limited to 13,341,750 6,199,299 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 3.43 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of Company shall not issue more than 1,669,620 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 10.91 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 10,636,376 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 1.19 (the “Minimum Price”), a price equal to the consolidated closing bid price Closing Sale Price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.. 

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 2,018,271 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%; provided, however, that the Exchange Cap percentage shall be reduced below 19.99% to the extent the Principal Market deems this transaction aggregated with any other transaction in which the Company issues equity securities. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 4.32 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 13,341,750 4,273,411 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares issued under this Agreement is equal to or greater than $0.53 3.96 (the “Minimum Price”), a price equal to the consolidated closing bid price on the Business Day prior to the date hereof (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwise, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s 's obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.. (i)

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Company shall be limited to 13,341,750 not issue more than 1,740,452 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.16 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(f), the total number of Company shall not issue more than 5,622,718 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 2.17 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be 260613514 v9 required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 24,976,133 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “Exchange Cap”)) under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 0.3629 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e), the total number of shares of Common Stock Ordinary Shares that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), Agreement shall be limited to 13,341,750 shares of Common Stock 9,632,674 Ordinary Shares (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock Ordinary Shares as of the date hereof, unless stockholder shareholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The foregoing limitation shall not apply if stockholder shareholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares Ordinary Shares issued under this Agreement is equal to or greater than $0.53 2.4040 (the “Minimum Price”), a price equal to the consolidated closing bid price on lower of (1) the Business Day prior to Closing Sale Price immediately preceding the date hereof execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Ordinary Shares immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer shall not be required to purchase, any shares of Common Stock Ordinary Shares under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal MarketMarket or other applicable law (including, without limitation the Israeli Companies Law – 1999, as amended – “Companies Law”). The Company may, in its sole discretion, determine whether to obtain stockholder shareholder approval to issue more than 19.99% of its outstanding shares of Common Stock Ordinary Shares hereunder if such issuance would require stockholder shareholder approval under the rules or regulations of the Principal MarketMarket or the Companies Law.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 8,898,867 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 1.13 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.

Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 1(e2(e), the total number of Company shall not issue more than 8,323,114 shares of Common Stock that may be issued under this Agreement, (including the Commitment Shares (as defined in Section 4(eShares) hereof), shall be limited to 13,341,750 shares of Common Stock (the “"Exchange Cap”)") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The in excess of the Exchange Cap shall be appropriately adjusted for any reorganizationCap; provided, recapitalizationhowever, non-cash dividend, stock split, reverse stock split or other similar transaction. The that the foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $0.53 2.16 (the “"Minimum Price”"), a price equal to the consolidated closing bid price on lower of (i) the Business Day prior to Nasdaq Official Closing Price immediately preceding the date hereof execution of this Agreement and (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “"below market” " and the Exchange Cap would not apply). The Minimum Price shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. Notwithstanding anything to the contrary in this Agreement or otherwiseforegoing, the Company shall not be required or permitted to issue, and the Buyer Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s obligations under violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal Market.. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market. (e) Payment for Purchase Shares. For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Regular Purchase, as applicable, as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated Purchase and each Additional Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase and Additional Accelerated Purchase, respectively, as full payment for such Purchase Shares via wire transfer of immediately available funds on the second Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares with respect to any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase (as applicable) within two (2) Business Days following the receipt by the Company of the Purchase Price, Accelerated Purchase Price or Additional Accelerated Purchase Price, respectively, therefor in compliance with this Section 2(e), and if on or after such Business Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Purchase Shares that the Investor anticipated receiving from the Company in respect of such Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase (as applicable), then the Company shall, within two (2) Business Days after the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased (the "Cover Price"), at which point the Company’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total Purchase Amount paid by the Investor pursuant to this Agreement for all of the Purchase Shares to be purchased by the Investor in connection with such purchases. The Company shall not issue any fraction of a share of Common Stock upon any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock