Common use of Issuance Limitations Clause in Contracts

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damages, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damages, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued to all Holders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company Corporation has not obtained Shareholder Approval, then the Company Corporation may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesPreferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) to any party under the terms of the Contribution Agreement, (ii) in connection with the any conversion of any Notes Preferred Stock issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesContribution Agreement, (Biii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and Contribution Agreement, (Civ) in connection with the conversion of the Payout Notes (as defined in the Contribution Agreement), and (v) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Contribution Agreement, would exceed 19.99% of the number of [________]1 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount Stated Value of the such Holder’s Note Preferred Stock by (y) the aggregate original principal amount Stated Value of all Notes Preferred Stock issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Preferred Stock or Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Preferred Stock and Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementContribution Agreement as described in clause (iv) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the Purchase Agreement, (B) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (BC) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (CD) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 4,591,203 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (D) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 3,090,915 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Stockholder Approval, then the Company may not issue, upon conversion exercise of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesWarrant, a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date date of exercise of this Warrant (Ai) in connection with any exercise of Warrants issued pursuant to the Purchase Agreement, (ii) in connection with the conversion of any Notes Preferred Stock issued pursuant to the Purchase Agreement or as payment of principalAgreement, interest or liquidated damages, and (Biii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 4,459,725 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations recapitalizations, and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to based on the quotient obtained by dividing (xpercentage derived from the formula provided in Section 6(e) the original principal amount of the Holder’s Note by Certificate of Designation (y) the aggregate original principal amount of all Notes issued to all Holders under as defined in the Purchase Agreement). In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Warrants and Warrants Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Warrants or Warrants Preferred Stock and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Warrants and Warrants Preferred Stock was less than the Holdersuch Hxxxxx’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Stockholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Stockholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 4,855,108 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 6,340,084 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in (C) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Exchange Agreement), then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Exchange Agreement or as payment of principal, interest or liquidated damages, and (Bii) in connection with convertible loans (the exercise of any Warrants “Senior Convertible Debt”) issued pursuant to that Second Secured Term Loan Agreement, dated January 30, 2024, by and among the Purchase Agreement Company and the Lenders party thereto (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance “Second Term Loan Agreement”), that would otherwise breach the Company’s obligations under the rules or regulations of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the likeofferings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under and Senior Convertible Debt issued pursuant to the Purchase Second Term Loan Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants Senior Convertible Debt held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants Senior Convertible Debt and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants Senior Convertible Debt was less than the Holder’s pro-rata share of the Issuable Maximum. In determining At any time after the issuance limitation contained Stockholder Meeting Deadline (as defined in this paragraph the Exchange Agreement), in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all event that the Warrants (and Company is prohibited from issuing shares of Common Stock underlying pursuant to this Section 4(e) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the greatest closing sale price of the Common Stock on any warrants issued Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 4(e) and (ii) to the extent of any Buy-In related thereto, payment amount with respect to any registered brokersuch Buy-dealer as a fee In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with therewith (collectively, the issuance of the Securities pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes“Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement Agreement, and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 1 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Securities Purchase Agreement), then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Issuance Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Securities Purchase Agreement or as payment of principal, interest or liquidated damages, and (Bii) in connection with the exercise conversion of any Warrants issued pursuant to the Purchase Agreement and (C) Series A Preferred Stock in connection with any warrants issued to any registered broker-dealer as a fee in connection accordance with the issuance Certificate of Designations for Series A Preferred Stock and/or the Second Amendment and Exchange Agreement, dated November 4, 2024, by and among the Company and the signatory party thereto, as applicable, that would otherwise breach the Company’s obligations under the rules or regulations of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the likeofferings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”)). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Issuance Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants Senior Convertible Debt held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants Senior Convertible Debt and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants Senior Convertible Debt was less than the Holder’s pro-rata share of the Issuable Maximum. In determining At any time after the issuance limitation contained Stockholder Meeting Deadline (as defined in this paragraph the Securities Purchase Agreement), in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all event that the Warrants (and Company is prohibited from issuing shares of Common Stock underlying pursuant to this Section 4(e) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the greatest closing sale price of the Common Stock on any warrants issued Trading Day during the period commencing on the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 4(e) and (ii) to the extent of any Buy-In related thereto, payment amount with respect to any registered brokersuch Buy-dealer as a fee In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with therewith (collectively, the issuance of the Securities pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes“Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damages, a (a) The total number of shares of Common Stock whichissued or issuable on any Conversion Date upon conversion of any Notes and as Additional Payment Upon Conversion, or on any Interest Payment Date in payment of interest on the Notes (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company that are aggregated or integrated with the Common Stock issued or issuable on any Conversion Date upon conversion of any Notes and as Additional Payment Upon Conversion, or payment of interest on the Notes for purposes of any such rule or regulation) shall not (when aggregated with any shares of Common Stock already issued in respect of the Notes) exceed the maximum number of shares of Common Stock which the Company can so issue pursuant to any rule or regulation of the New York Stock Exchange (or any other principal United States securities market on or which the Common Stock trades) (the “Maximum Share Amount”), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Original Issue Date and Date. The limitation set forth in this Section 10.02(a) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances or if the Stockholder Approval has been obtained. (b) At any time after which the Company has issued the Maximum Share Amount in respect of the Notes prior to such Conversion Date (A) in connection with the date that all of the Notes have been converted into shares of Common Stock, any further obligations of the Company to issue shares of Common Stock upon conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damages, Additional Payment Upon Conversion shall be in cash (B) in connection with the exercise of any Warrants issued pursuant an amount equal to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding issuable on the applicable date of determination at the Conversion Price on such date multiplied by the VWAP per share for the Common Stock for the five Trading Day Days immediately preceding the date of first Trading Day prior to such date), provided that the Purchase Agreement limitation set forth in this Section 10.02(b) shall not apply if (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (xi) the original principal amount issuances of Common Stock in lieu of cash are Permitted Issuances or the Holder’s Note by Stockholder Approval has been obtained and (yii) the aggregate original principal amount of all Notes issued to all Holders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and such shares of Common Stock underlying any warrants issued would not be subject to any registered broker-dealer as a fee transfer restrictions under the Securities Act or require registration under the Securities Act or the approval of any other Governmental Authority under any state or federal law (c) Interest on the Notes and any Additional Payment Upon Conversion shall be paid by the Company in connection with cash (in the case of Additional Payment Upon Conversion, in an amount equal to the number of shares of Common Stock issuable on the applicable date of determination at the Conversion Price on such date multiplied by the VWAP per share for the Common Stock for the five Trading Days immediately preceding the first Trading Day prior to such date) unless prior to the issuance of shares of Common Stock in lieu thereof, such shares of Common Stock would not be subject to any transfer restrictions under the Securities pursuant to Act or require registration under the Purchase Agreement) Securities Act or the approval of any other Governmental Authority under any state or federal law. For the avoidance of doubt, such calculation shall be applied first against made by the Issuable Maximum (and shall be deemed to have been issued for such purposes)Company using the interest rate provided by the Calculation Agent.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 2 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in (C) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein (a) The total number of shares of Common Stock issued or issuable as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest (as defined in the Form of Security set forth in Exhibit A attached hereto) in respect of the Securities (including any shares of capital stock or rights to the contrary, if acquire shares of capital stock issued by the Company has which are aggregated or integrated with the Common Stock issued or issuable as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities for purposes of any such rule or regulation) shall not obtained Shareholder Approval, then exceed the maximum number of shares of Common Stock which the Company may not issuecan so issue pursuant to any rule or regulation of the NYSE (or any other principal United States securities market on which the Common Stock trades) (the "Maximum Interest Share Amount"), which as of the Issuance Date shall be 4,311,735 (19.99% of the total shares of Common Stock outstanding on the Issuance Date, less 23,220,307 shares of Common Stock issuable upon conversion of the Securities), subject to equitable adjustments from time to time for stock splits, stock dividends combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issuance Date. The limitation set forth in this Note Section 5.17(a) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances (as defined below) or if the Stockholder Approval has been obtained. (b) In the event the Company issues the Maximum Interest Share Amount as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities prior to the date that all of the Securities have been converted into shares of Common Stock, any further payments by the Company of Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities shall be in cash, provided that the limitation set forth in this Section 5.17(b) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances or the Stockholder Approval has been obtained. (c) Interest on the Securities (other than Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest) shall be paid by the Company in cash unless prior to the issuance of shares of Common Stock for in lieu thereof, the payment Company (i) is permitted (or not prohibited) by the applicable rules and regulations of principal, the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock as such interest in respect of the Securities in excess of the Maximum Interest Share Amount (a "Permitted Issuance") or liquidated damages, a number (ii) has obtained stockholder approval of the issuance of shares of Common Stock which, when aggregated as interest on the Securities in excess of the Maximum Interest Share Amount in accordance with any shares of Common Stock issued on or after applicable law and the Original Issue Date rules and prior to such Conversion Date (A) in connection with the conversion regulations of any Notes issued pursuant to stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Purchase Agreement Company or as payment any of principal, interest or liquidated damages, its securities (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued to all Holders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes"Stockholder Approval").

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, (a) The total number of shares of Common Stock issued or issuable upon conversion of the Securities, as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest (as defined in the Form of Security set forth in Exhibit A attached hereto) in respect of the Securities or otherwise (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company pursuant to (i) those certain Early Conversion Agreements dated as of July 10, 2003 between the Company and the holders identified therein (the "Early Conversion Agreements") and (ii) any other transactions which are aggregated or integrated with the Common Stock issued or issuable upon conversion of the Notes or as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities for purposes of any such rule or regulation) shall not exceed the maximum number of shares of Common Stock which the Company can so issue pursuant to any rule or regulation of the NYSE (or any other principal United States securities market on which the Common Stock trades) (the "Maximum Interest Share Amount"), which as of the Issuance Date was 27,532,042 (19.99% of the total shares of Common Stock outstanding on the Issuance Date), subject to equitable adjustments from time to time for stock splits, stock dividends combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issuance Date. The limitation set forth in this Note Section 5.17(a) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances (as defined below) or if the Stockholder Approval (as defined below) has been obtained. (b) In the event that, following the consummation of the transactions contemplated by the Early Conversion Agreements, the number of shares of Common Stock issuable upon conversion of the then-outstanding Securities, when added to the number of shares of Common Stock previously issued and included in the computation of the Maximum Interest Share Amount, would exceed the Maximum Interest Share Amount, then, in lieu of receiving shares of Common Stock upon conversion of the Notes, a holder will be entitled, upon any such conversion, to receive an amount of cash equal to the As Converted Value (as defined in paragraph 5 of the Form of Security set forth in Exhibit A attached hereto and substituting the date on which the election to convert is delivered to the Conversion Agent for the "date on which a Notice of Redemption is sent" referred to clause (z) in said paragraph 5), provided that the limitation set forth in this Section 5.17(b) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances or the Stockholder Approval has been obtained. (c) Following the consummation of the transactions contemplated by the Early Conversion Agreements, interest on the Securities (including Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest) shall be paid by the Company in cash unless prior to the issuance of shares of Common Stock for in lieu thereof, the payment Company (i) is permitted (or not prohibited) by the applicable rules and regulations of principal, the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock as such interest in respect of the Securities in excess of the Maximum Interest Share Amount (a "Permitted Issuance") or liquidated damages, a number (ii) has obtained stockholder approval of the issuance of shares of Common Stock which, when aggregated with any shares of Common Stock issued as interest on or after the Original Issue Date and prior to such Conversion Date (A) Securities in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damages, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance excess of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued to all Holders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes).Interest Share

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principalAgreement, interest or liquidated damages, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Cii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of issued and outstanding Common Stock on the First Closing Date shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) ), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Fixed Conversion Price (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (ii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval, then the Company may not issue, issue upon conversion of or otherwise pursuant to this Note or and the issuance Notes more than the maximum number of shares Shares of Common Stock for that the payment Company can issue pursuant to any applicable rule of principal, interest The New York Stock Exchange or liquidated damages, a number of shares of any other principal United States securities market on which the Common Stock whichis then traded (the “Exchange”), when aggregated with any which is 19.99% of the total shares outstanding on the Closing Date, subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to Common Stock occurring after the date hereof, taking into account, for calculation purposes, the Shares of Common Stock issued on to Sellers pursuant to the Agreement and Plan of Merger, dated March 13, 2024, between the Company, Credova Holdings, Inc., Cello Merger Sub, Inc. and certain other parties thereto (the “Merger Agreement”), upon consummation of the Merger, together with any other Company securities issued or after the Original Issue Date and prior to such Conversion Date (A) issuable in connection with the conversion of any Notes issued transactions contemplated by the Merger Agreement or pursuant to any of the Purchase Agreement or as payment of principalNotes, interest or liquidated damages, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) extent any such securities are mandated to be included in connection such calculation by the rules of The New York Stock Exchange or any other stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any warrants issued of its securities on the Company’s ability to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares issue Shares of Common Stock outstanding on the Trading Day immediately preceding the date in excess of the Purchase Agreement Maximum Share Amount (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable MaximumMaximum Share Amount”). Each Holder If the Maximum Share Amount is insufficient to convert this Note and all of the other Notes of this series issued as of the Closing Date in full pursuant to Section 4 or 6 hereof, then the aggregate principal amount of this this Note that may be converted into Common Stock pursuant to Section 4 or 6 hereof shall be entitled to a portion of the Issuable Maximum capped at an amount equal to the quotient obtained by dividing to: (xi) the original principal amount of this Note as of the Holder’s Note Issue Date multiplied by (yii) a fraction, (A) the numerator of which is (1) the Maximum Share Amount multiplied by (2) the Conversion Price, and (B) the denominator of which shall be the aggregate original principal amount of all Notes issued to all Holders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of this series as of the Issuable Issue Date, until the Company eliminates any prohibitions under applicable law or the rules or regulations of the Exchange on the Company’s ability to issue Shares of Common Stock in excess of the Maximum among Notes and Warrants held by it in its sole discretionShare Amount. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the The outstanding principal amount of shares issued to the Holder this Note that is not converted pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share limitations of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement4(d) shall be applied first against paid in cash in accordance with the Issuable Maximum (and shall be deemed to have been issued for such purposes)terms of this Note.]

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 5,666,480 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 9,532,009 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in (C) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principalExchange Agreement, interest or liquidated damages, and (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Exchange Agreement, would exceed 19.9915.1% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes promissory notes issued pursuant to all Holders under the Purchase AgreementExchange Agreement or another substantially similar note exchange agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining The Company and the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (Holder understand and agree that shares of Common Stock underlying any warrants issued to any registered broker-dealer and then held by the Holder as a fee in connection with the issuance result of the Securities conversions of this Note shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes)hereto.

Issuance Limitations. Notwithstanding anything herein The Company shall not be obligated to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, and the Holder shall not have the right to receive, upon conversion exercise of this Note or the issuance of Warrant, any shares of Common Stock for if the payment issuance of principal, interest or liquidated damages, a such shares of Common Stock would exceed that number of shares of Common Stock whichwhich the Company may issue in the aggregate pursuant to the terms of the Preferred Stock and exercise of this Warrant without breaching the Company's obligations under the rules or regulations of the Nasdaq Capital Markets (the “Exchange Cap”), when aggregated with any except that such limitation shall not apply (i) 20 calendar days after a definitive information statement is sent by the Company to all stockholders as of the relevant record date or (ii) in the event the Company obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Company and each Holder. Until such date or such written opinion is obtained, no holder of this Warrant shall be issued in the aggregate pursuant to the terms hereof, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the number of Warrants originally issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes issued Holder pursuant to the Purchase Agreement or as payment Exchange Agreements and the denominator of principal, interest or liquidated damages, (B) in connection with which is the exercise aggregate number of any Warrants issued pursuant to the Purchase Agreement and Exchange Agreements (C) in connection with any warrants issued respect to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shareseach Holder, the “Issuable MaximumExchange Cap Allocation”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued to all Holders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum Exchange Cap Allocation among Notes Preferred Stock and Warrants held by it in its sole discretion. Such portion In the event that the Holder shall sell or otherwise transfer any of the Holder's Warrants, the transferee shall be adjusted upward ratably in allocated a pro rata portion of the Holder's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Warrant shall exercise all of such holder's Warrants into a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to any registered broker-dealer as a fee in connection with such holder shall be allocated to the issuance respective Exchange Cap Allocations of the Securities pursuant remaining holders of Warrants on a pro rata basis in proportion to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for Warrants then held by each such purposes)Holder.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of _______3 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in (C) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if If the Company has not obtained Shareholder Stockholder Approval, then the Company may not issue, issue upon conversion exercise of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damages, Warrant a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior (i) pursuant to such Conversion Date (A) in connection with the conversion of any Notes Preferred Stock issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the upon prior exercise of this or any Warrants other Warrant issued pursuant to the Purchase Agreement and (Ciii) in connection with pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% 19.9%, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the number of shares of Common Stock outstanding on the Trading Day immediately preceding that occur after the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note original Subscription Amount (as defined in the Purchase Agreement) by (y) the aggregate original principal amount Subscription Amount of all Notes issued holders pursuant to all Holders under the Purchase Agreement. In addition, each the Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder Purchaser no longer holds any Notes or Warrants and the amount of shares issued to the Holder such Purchaser pursuant to the Holder’s Notes and its Warrants was less than the Holdersuch Purchaser’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Stockholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Stockholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrarycontrary herein, if the Company has Corporation shall not obtained Shareholder Approvalbe obligated to issue, then and the Company may Holder shall not issuehave the right to receive, upon conversion of this Note or the Series A Preferred Stock, any shares of Common Stock if the issuance of such shares of Common Stock, along with any shares of Common Stock issued to the Holder at the Closing, would exceed that number of shares of Common Stock for which the payment Corporation may issue in the aggregate pursuant to the transactions contemplated under the Purchase Agreement without breaching the Corporation’s obligations under the rules or regulations of principalthe Nasdaq Capital Markets (the “Exchange Cap”), interest except that such limitation shall not apply after the date that Shareholder Approval is approved and deemed effective. Until such date, no holder of Series A Preferred Stock shall be issued, in the aggregate pursuant to the terms of this Certificate of Designation, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the Subscription Amount of such Holder and the denominator of which is the aggregate Subscription Amounts of all Holders (with respect to each Holder, the “Exchange Cap Allocation”). In the event that the Holder shall sell or liquidated damagesotherwise transfer any of the Holder’s Series A Preferred Stock, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Series A Preferred Stock shall convert all of such holder’s Series A Preferred Stock into a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after in the Original Issue Date aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and prior to such Conversion Date (A) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damages, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on actually issued to such holder shall be allocated to the Trading Day immediately preceding the date respective Exchange Cap Allocations of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number remaining holders of shares, the “Issuable Maximum”). Each Holder shall be entitled to Series A Preferred Stock on a portion of the Issuable Maximum equal pro rata basis in proportion to the quotient obtained by dividing (x) the original principal amount shares of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued to all Holders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants Series A Preferred Stock then held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the each such Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 8,104,000 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any the Warrants issued pursuant to the Purchase Agreement Agreement, and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of issued and outstanding Common Stock on the Closing Date shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) ), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Fixed Conversion Price (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (ii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 2,579,914 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesNote, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 7,106,055 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Exchange Agreements), then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesLoans, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Closing Date and prior to such Conversion Date (AI) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damages, Loans and (BII) in connection with the exercise conversion of any Warrants Debentures issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued Exchange Agreements on or prior to any registered broker-dealer as a fee in connection with the issuance six month anniversary of the Securities pursuant to Closing Date (the Purchase Agreement“Applicable Debentures”), that would exceed 19.99% otherwise breach the Company’s obligations under the rules or regulations of the principal Trading Market of the Common Stock (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the likeofferings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”). Each Holder Lender shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Loans on the Closing Date by (y) the original principal amount of the Loans on the Closing Date and the aggregate original principal amount of all Notes Applicable Debentures issued pursuant to all Holders under the Purchase AgreementExchange Agreements. In addition, each Holder Lender may allocate its pro-rata portion of the Issuable Maximum among Notes Applicable Debentures and Warrants Loans held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder Lender no longer holds any Notes Applicable Debentures or Warrants Loans and the amount of shares issued to the Holder Lender pursuant to the HolderLender’s Notes Applicable Debentures and Warrants Loans was less than the HolderLender’s pro-rata share of the Issuable Maximum. In determining At any time after the issuance limitation contained Stockholder Meeting Deadline (as defined in this paragraph the Exchange Agreements), in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all event that the Warrants (and Company is prohibited from issuing shares of Common Stock underlying pursuant to this Section 4(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Applicable Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (x) such number of Exchange Cap Shares and (y) the greatest closing sale price of the Common Stock on any warrants issued Trading Day during the period commencing on the date the Lender delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 4(d)(ii) and (B) to the extent of any Buy-In related thereto, payment amount with respect to any registered brokersuch Buy-dealer as a fee In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Lender incurred in connection with therewith (collectively, the issuance of the Securities pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes“Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesand the January 2008 Purchase Agreement, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and the January 2008 Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement and the January 2008 Purchase Agreement, would exceed 19.99% of the number of [5,683,779] shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement and the January 2008 Purchase Agreement as described in (C) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principalAgreement, interest or liquidated damages, and (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining The Company and the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (Holder understand and agree that shares of Common Stock underlying any warrants issued to any registered broker-dealer and then held by the Holder as a fee in connection with the issuance result of the Securities conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant to the Purchase Agreement) shall be applied first against the Issuable Maximum (and shall be deemed to have been issued for such purposes)hereto.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damages, and (Bii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 274,852 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed unexercisable unless and until such Shareholder Approval is obtained and effective. The Warrants are amended to have been issued for such purposes).add the following as new Section 2(f):

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (A) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement, (B) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 6,545,670 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in (C) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion exercise of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesWarrant, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement or as payment of principalAgreement, interest or liquidated damages, and (Bii) in connection with the any exercise of any the Warrants issued pursuant to the Purchase Agreement Agreement, and (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of issued and outstanding Common Stock on the Closing Date shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) ), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Fixed Conversion Price (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders under the Purchase AgreementHolders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (ii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note or the issuance of shares of Common Stock for the payment of principal, interest or liquidated damagesDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (Ai) in connection with the conversion of any Notes Debentures issued pursuant to the [Purchase Agreement or as payment of principal, interest or liquidated damagesAgreement][Exchange Agreement], (Bii) in connection with the exercise of any Warrants issued pursuant to the [Purchase Agreement and Agreement][Exchange Agreement], (Ciii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement and (iv) in connection with the conversion of any original issue discount convertible debentures and exercise of warrants issued pursuant to the [Purchase Agreement/Exchange Agreement] (such securities, collectively, the “Issuance Capped Securities” and the holders of Issuance Capped Securities, the “Capped Holders”) would exceed 19.99% of the number of _______4 shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Capped Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note original Subscription Amount plus the exchange amounts exchanged pursuant to the Exchange Agreement, if any, by (y) the aggregate original principal amount Subscription Amount (or exchange amounts if pursuant to the Exchange Agreement) of all Notes issued to all Holders under the Purchase AgreementCapped Holders. In addition, each a Capped Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants Issuance Capped Securities held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Capped Holder no longer holds any Notes or Warrants Issuance Caped Securities and the amount of shares Issuance Capped Securities issued to the such Capped Holder pursuant to the Holder’s Notes and Warrants was less than the such Capped Holder’s pro-rata share of the Issuable Maximum. In determining the issuance limitation contained in this paragraph in connection with For avoidance of doubt, unless and until any conversions or redemptions pursuant to Section 6 belowrequired Shareholder Approval is obtained and effective, the number of Warrant Shares issuable upon exercise of all the Warrants (and shares of Common Stock underlying any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities issued pursuant to the Purchase AgreementAgreement as described in clause (iii) above shall provide that such warrants shall not be applied first against allocated any portion of the Issuable Maximum (and shall be deemed to have been issued for unexercisable unless and until such purposes)Shareholder Approval is obtained and effective.