Common use of Limitations on the Number of Shares Issuable Clause in Contracts

Limitations on the Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to any Holder any Warrant Shares to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued and issuable upon exercise of other Warrants being simultaneously issued under the Purchase Agreement, such Holder (together with such’s Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before giving effect to such issuances (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“Stockholder Approval”). For purposes of this Section 5, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 5, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable until and unless Stockholder Approval has been obtained.

Limitations on the Number of Shares Issuable. 2.2.1 Notwithstanding anything herein to the contrary, the Company shall not issue to any Holder any Shares issuable upon exercise of this Warrant Shares (the “Warrant Shares”) to the extent such shares that after giving effect to such issuance after exercise and when added to of Warrant Shares, the number of shares of Common Stock issued and issuable upon exercise of other Warrants being simultaneously issued under the Purchase Agreement, such Holder (together with such’s Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), affiliates) would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock the Company’s common stock outstanding immediately before after giving effect to such issuances issuance (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before after giving effect to such issuances issuance that are entitled to vote on a matter being voted on by holders of the Common Stock Company’s common stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuances issuance in accordance with applicable Nasdaq NASDAQ Stock Market rules (“Stockholder Approval”). . 2.2.2 For purposes of this Section 52.2, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. . 2.2.3 For purposes of this Section 52.2, in determining the number of outstanding shares of Common Stockthe Company’s common stock, a Holder may rely on the number of outstanding shares of Common Stock the Company’s common stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or (iii) any other written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock the Company’s common stock outstanding. Upon the written or oral request of a Holder, the Company shall within two five business days confirm orally and in writing to such Holder the number of shares of Common Stock the Company’s common stock then outstanding. . 2.2.4 If on any attempted exercise of this Warrant, the issuance of Warrant Shares would cause Holder to exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be. 2.2.5 The Company shall, andat the next annual meeting of stockholders of the Company (the “Stockholder Meeting”), seek approval from the Company’s stockholders of a proposal approving the issuance of the Warrant Shares in excess of the Maximum Aggregate Ownership Amount and the Maximum Aggregate Voting Amount upon exercise of the Warrant in accordance with applicable law and the rules and regulations of the NASDAQ Stock Market. 2.2.6 If stockholder approval of the matters set forth in Section 2.2.5 hereof is not obtained at the Stockholder Meeting, the Company shall cause the Registration Rights Agreement, dated February 28, 2014, by and between Kingsway America Inc. and the Company (the “Registration Rights Agreement”) to be amended to provide that (i) Holder is granted a demand registration right thereunder with respect to the remainder resale by Holder of the aggregate number Warrants, which demand registration may, at the option of Warrant SharesHolder, this Warrant be for the Company to file a shelf registration statement that permits the resale of the Warrants from time to time thereunder, (ii) the Company is required to include the Warrants in any shelf registration statement that the Company files after the date of such amendment and (iii) if Holder exercises its demand registration right under such amended Registration Rights Agreement with respect to the Warrants, Holder shall not be exercisable until and unless Stockholder Approval has been obtainedpay all expenses (including the Company’s expenses) relating to the registration of such Warrants.

Limitations on the Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to any the Holder any Warrant Shares to the extent such shares Shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock common stock issued and issuable upon exercise of other Warrants common stock purchase warrants being simultaneously issued under the pursuant to that certain Securities Purchase Agreement, such dated December 8, 2022, among the Company and the purchasers signatory thereto, the Holder (together with such’s the Holder’s Affiliates and such other Holders and such other Holders’ Affiliatesaffiliates), would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock common stock outstanding immediately before giving effect to such issuances (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock common stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“Stockholder Approval”). For purposes of this Section 52.4, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 52.4, in determining the number of outstanding shares of Common Stockcommon stock, a the Holder may rely on the number of outstanding shares of Common Stock common stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the U.S. Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock common stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two business days confirm orally and in writing to such the Holder the number of shares of Common Stock common stock then outstanding. If on any attempted exercise of this Purchase Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Shares, this Purchase Warrant shall not be exercisable until and unless Stockholder Approval has been obtained.

Limitations on the Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to any Holder any Additional Warrant Shares to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued and issuable upon exercise of other Warrants being simultaneously issued under the Purchase Agreement, such Holder (together with such’s Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before giving effect to such issuances (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“”Stockholder Approval”). For purposes of this Section 5, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 5, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. If on any attempted exercise of this Warrant, the issuance of Additional Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Additional Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Additional Warrant Shares, this Warrant shall not be exercisable until and unless Stockholder Approval has been obtained.

Limitations on the Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to any Holder any Additional Warrant Shares to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued and issuable upon exercise of other Warrants being simultaneously issued under the Purchase Agreement, such Holder (together with such’s Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before giving effect to such issuances (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“Stockholder Approval”). For purposes of this Section 5, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 5, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. If on any attempted exercise of this Warrant, the issuance of Additional Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Additional Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Additional Warrant Shares, this Warrant shall not be exercisable until and unless Stockholder Approval has been obtained.

Limitations on the Number of Shares Issuable. a. Notwithstanding anything herein to the contrary, if the Corporation has not obtained Shareholder Issuance Approval or a written opinion from outside counsel to the Corporation, reasonably satisfactory to the Series C-2 Majority Holders, that such approval is not required, then the Corporation may not issue any shares of Common Stock upon conversion of the Series C-2 Preferred Stock or in payment of Dividends, if the issuance of such shares of Common Stock would cause the Corporation to exceed the aggregate number of shares of Common Stock which the Corporation may issue (A) upon conversion of all of the Series C-2 Preferred Stock and Series C-2 Preferred Stock issued pursuant to the Securities Purchase Agreement, together with any conversion of any accrued and unpaid Dividends, (B) upon exercise of all of the Warrants issued pursuant to the Securities Purchase Agreement and (C) pursuant to any Dividends paid on the Series C-1 Preferred Stock and Series C-2 Preferred Stock, without breaching the Corporation’s obligations under the rules and regulations of the Principal Market, whether or not the Common Stock is listed on the Principal Market (the “Exchange Cap”). Each holder of Series C-1 Preferred Stock and Series C-2 Preferred Stock shall be entitled to such holder’s pro-rata portion (based on the aggregate Stated Value of the shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock acquired by such holder under the Securities Purchase Agreement, divided by the aggregate stated value of all shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock issued under the Securities Purchase Agreement) of the Exchange Cap (with respect to each such holder, the “Exchange Cap Allocation”). In the event that any such holder shall sell or otherwise transfer any of such holder’s Series C-1 Preferred Stock or Series C-2 Preferred Stock, the transferee shall be allocated a pro rata portion of such holder’s Exchange Cap Allocation. In the event that any holder of Series C-1 Preferred Stock or Series C-2 Preferred Stock shall convert all of such holder’s Series C-1 Preferred Stock and Series C-2 Preferred Stock into a number of shares of Common Stock 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 such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Series C-1 Preferred Stock and Series C-2 Preferred Stock on a pro rata basis in proportion to the shares of Common Stock underlying the shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock then held by each such holder. b. Notwithstanding anything herein to the contrary, the Company Corporation shall not issue to any Series C-2 Holder any Warrant Shares shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock (“Conversion Shares”) or in payment of any Dividends, to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock beneficially owned by such Series C-2 Holder and which were previously issued upon conversion of any shares of Series C-2 Preferred Stock, issued in payment of any Dividends and issuable issued upon conversion of any shares of Series C-1 Preferred Stock and any dividends thereon, and exercise of other any Warrants being simultaneously issued under pursuant to the Securities Purchase Agreement, such Series C-2 Holder (together with such’s such Series C-2 Holder’s Affiliates and such other Holders and such other Holders’ Affiliatesaffiliates), would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before after giving effect to such issuances (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the CompanyCorporation’s securities outstanding immediately before after giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”)Stock, unless and until the Company Corporation obtains stockholder the Shareholder Issuance Approval or a written opinion from outside counsel to the Corporation, reasonably satisfactory to the Series C-2 Majority Holders, that such approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“Stockholder Approval”)is not required. For purposes of this Section 5Subsection 7.1.5(b), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder. For purposes of this Section 5Subsection 7.1.5(b), in determining the number of outstanding shares of Common Stock, a Series C-2 Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the CompanyCorporation’s most recent Quarterly Report on Form 10-Q or or, if later, Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the CompanyCorporation, or (iii) any other notice by the Company Corporation or the CompanyCorporation’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Series C-2 Holder, the Company Corporation shall within two business days five Business Days confirm orally and in writing to such Series C-2 Holder the number of shares of Common Stock then outstanding. If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable until and unless Stockholder Approval has been obtained.

Limitations on the Number of Shares Issuable. (i) Notwithstanding anything herein to the contrary, the Company shall not issue to any Holder any Warrant Shares Shares, to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued to as dividends to such Holder and issuable upon exercise of other Warrants being simultaneously issued under its Affiliates on the Purchase Agreement, Company’s Series B Preferred Stock such Holder (together with such’s such Holder’s Affiliates and such other Holders and such other Holders’ Affiliatesaffiliates), would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before after giving effect to such issuances issuance (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before after giving effect to such issuances issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock the NASDAQ Capital Market rules (“Stockholder Approval”). . (ii) For purposes of this Section 52, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 5, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or . (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable convertible until and unless Stockholder Approval has been obtainedobtained or the Holder has disposed of a sufficient amount of Common Stock such that the Holder would not exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount after giving effect to the issuance of Warrant Shares.

Limitations on the Number of Shares Issuable. (a) Notwithstanding anything herein to the contrary, the Company shall not issue to any Holder any Warrant Shares Exercise Shares, to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued and issuable upon exercise of other Warrants being simultaneously issued under in connection with the Purchase AgreementNote Transaction or otherwise owned by Holder, would result in such Holder (together with such’s such Holder’s Affiliates and such other Holders and such other Holders’ Affiliatesaffiliates), would (a) beneficially own owning in excess of 19.9% of the number of shares of Common Stock outstanding immediately before after giving effect to such issuances issuance (the “"Maximum Aggregate Ownership Amount”") or (b) control controlling in excess of 19.9% of the total voting power of the Company’s 's securities outstanding immediately before after giving effect to such issuances issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “"Maximum Aggregate Voting Amount”"), unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“"Stockholder Approval”"). . (b) For purposes of this Section 53.9, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. . (c) For purposes of this Section 53.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s 's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s 's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. . (d) If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Exercise Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Exercise Shares, this Warrant shall not be exercisable convertible until and unless Stockholder Approval has been obtained. 3. The Company agrees to submit a proposal seeking Stockholder Approval as set forth in the new section 3.9 above at a meeting to be held on or before July 15, 2017, and if unsuccessful at that meeting then upon request of Holder not more often than once every six (6) months; Company further agrees in connection with each such meeting to make a recommendation of management to stockholders in favor of approval of the proposal, and to use its customary efforts to solicit proxies from stockholders in favor of the proposal. 4. This Amendment 1 may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Limitations on the Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to any the Holder any Warrant Shares upon exercise of this Warrant to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued and issuable upon conversion of any Notes or exercise of any other Warrants being simultaneously issued under pursuant to the Purchase Agreement, such Holder Agreement would exceed (together with such’s Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), would (ai) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before giving effect to such issuances the date of the Purchase Agreement (the “Maximum Aggregate Ownership Share Amount”) or (bii) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before giving effect to such issuances the date of the Purchase Agreement that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder shareholder approval permitting such issuances in accordance with applicable Nasdaq Stock rules and regulations of the NASDAQ Capital Market rules (“Stockholder Approval”). For purposes of this Section 52(f), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 52(f), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (iA) the Company’s most recent Quarterly Report on Form 10-Q periodic or Annual Report on Form 10-Kannual report filed with the Commission, as the case may be, filed with the Securities and Exchange Commission, (iiB) a more recent public announcement by the Company, Company or (iiiC) any other a more recent written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Share Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Share Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable until and unless Stockholder Approval has been obtained.

Limitations on the Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to the Purchaser any Holder any Warrant Shares shares of Common Stock upon conversion of Notes or exercise of Warrants issued hereunder to the extent such shares shares, after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued and issuable as Commitment Shares or upon conversion of any other Notes or exercise of any other Warrants being simultaneously issued under the Purchase Agreement, such Holder hereunder would exceed (together with such’s Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), would (ai) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before giving effect to such issuances the date of this Agreement (the “Maximum Aggregate Ownership Share Amount”) or (bii) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before giving effect to such issuances the date of this Agreement that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules Stockholder Approval (“Stockholder Approval”as defined below). For purposes of this Section 52.7, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 52.7, in determining the number of outstanding shares of Common Stock, a Holder the Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (iA) the Company’s most recent Quarterly Report on Form 10-Q periodic or Annual Report on Form 10-Kannual report filed with the Commission, as the case may be, filed with the Securities and Exchange Commission, (iiB) a more recent public announcement by the Company, Company or (iiiC) any other a more recent written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holderthe Purchaser, the Company shall within two business days Trading Days confirm orally and in writing to such Holder the Purchaser the number of shares of Common Stock then outstanding. If on any attempted conversion of a Note or exercise of this a Warrant, the issuance of Warrant Shares shares of Common Stock would exceed the Maximum Aggregate Ownership Share Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise Purchaser such number of Warrant Shares shares of Common Stock as may be issued below the Maximum Aggregate Ownership Share Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Sharesshares, this Warrant the Notes and Warrants shall not be convertible or exercisable until and unless Stockholder Approval has been obtained. “Stockholder Approval” means approval by the stockholders of the Company (i) amending the Company’s certificate or articles of incorporation to increase the number of authorized shares of Common Stock so that the number of authorized but unissued shares of Common Stock is at least the Required Minimum, or to include such number of authorized shares of Common Stock in the certificate or articles of incorporation in connection with the Company’s proposal to redomicile the Company from Minnesota to Nevada, and (ii) permitting the issuance of shares of Common Stock in excess of the Maximum Share Amount and Maximum Voting Amount, such issuances in accordance with applicable rules and regulations of The NASDAQ Capital Market.

Limitations on the Number of Shares Issuable. a. Notwithstanding anything herein to the contrary, if the Corporation has not obtained Shareholder Issuance Approval or a written opinion from outside counsel to the Corporation, reasonably satisfactory to the Series C-1 Majority Holders, that such approval is not required, then the Corporation may not issue any shares of Common Stock upon conversion of the Series C-1 Preferred Stock or in payment of Dividends, if the issuance of such shares of Common Stock would cause the Corporation to exceed the aggregate number of shares of Common Stock which the Corporation may issue (A) upon conversion of all of the Series C-1 Preferred Stock and Series C-2 Preferred Stock issued pursuant to the Securities Purchase Agreement, together with any conversion of any accrued and unpaid Dividends, (B) upon exercise of all of the Warrants issued pursuant to the Securities Purchase Agreement and (C) pursuant to any Dividends paid on the Series C-1 Preferred Stock and Series C-2 Preferred Stock, without breaching the Corporation’s obligations under the rules and regulations of the Principal Market, whether or not the Common Stock is listed on the Principal Market (the “Exchange Cap”). Each holder of Series C-1 Preferred Stock and Series C-2 Preferred Stock shall be entitled to such holder’s pro-rata portion (based on the aggregate Stated Value of the shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock acquired by such holder under the Securities Purchase Agreement, divided by the aggregate stated value of all shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock issued under the Securities Purchase Agreement) of the Exchange Cap (with respect to each such holder, the “Exchange Cap Allocation”). In the event that any such holder shall sell or otherwise transfer any of such holder’s Series C-1 Preferred Stock or Series C-2 Preferred Stock, the transferee shall be allocated a pro rata portion of such holder’s Exchange Cap Allocation. In the event that any holder of Series C-1 Preferred Stock or Series C-2 Preferred Stock shall convert all of such holder’s Series C-1 Preferred Stock and Series C-2 Preferred Stock into a number of shares of Common Stock 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 such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Series C-1 Preferred Stock and Series C-2 Preferred Stock on a pro rata basis in proportion to the shares of Common Stock underlying the shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock then held by each such holder. b. Notwithstanding anything herein to the contrary, the Company Corporation shall not issue to any Series C-1 Holder any Warrant Shares shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock (“Conversion Shares”) or in payment of any Dividends, to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock beneficially owned by such Series C-1 Holder and which were previously issued upon conversion of any shares of Series C-1 Preferred Stock, issued in payment of any Dividends and issuable issued upon conversion of any shares of Series C-2 Preferred Stock and any dividends thereon, and exercise of other any Warrants being simultaneously issued under pursuant to the Securities Purchase Agreement, such Series C-1 Holder (together with such’s such Series C-1 Holder’s Affiliates and such other Holders and such other Holders’ Affiliatesaffiliates), would (a) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before after giving effect to such issuances (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.9% of the total voting power of the CompanyCorporation’s securities outstanding immediately before after giving effect to such issuances that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”)Stock, unless and until the Company Corporation obtains stockholder the Shareholder Issuance Approval or a written opinion from outside counsel to the Corporation, reasonably satisfactory to the Series C-1 Majority Holders, that such approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“Stockholder Approval”)is not required. For purposes of this Section 5Subsection 7.1.5(b), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder. For purposes of this Section 5Subsection 7.1.5(b), in determining the number of outstanding shares of Common Stock, a Series C-1 Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the CompanyCorporation’s most recent Quarterly Report on Form 10-Q or or, if later, Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (ii) a more recent public announcement by the CompanyCorporation, or (iii) any other notice by the Company Corporation or the CompanyCorporation’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Series C-1 Holder, the Company Corporation shall within two business days five Business Days confirm orally and in writing to such Series C-1 Holder the number of shares of Common Stock then outstanding. If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable until and unless Stockholder Approval has been obtained.

Limitations on the Number of Shares Issuable. Notwithstanding anything contained herein to the contrary, as long as the Common Stock is listed or quoted for trading on a Trading Market, the following limitations shall apply: (a) At all times, unless and until the Company obtains Stockholder Approval (as defined below), this Warrant is exercisable only to the extent all Second Amendment Warrants outstanding immediately prior to such exercise are simultaneously exercised in accordance with their terms. (b) The Company shall not issue to any the Holder any Warrant Shares Shares, to the extent such shares after giving effect to such issuance after exercise and when added to the number of shares of Common Stock issued and issuable upon exercise of the other Warrants being simultaneously issued under the Purchase Agreementoutstanding Second Amendment Warrants, such Holder (together with such’s such Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), would (a) beneficially own in excess of 19.919.99% of the number of shares of Common Stock outstanding immediately before after giving effect to such issuances (the “Maximum Aggregate Ownership Amount”) or (b) control in excess of 19.919.99% of the total voting power of the Company’s securities outstanding immediately before after giving effect to such issuances that 4882-1382-3098 v.7 are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”); in case each case, unless and until the Company obtains stockholder approval permitting such issuances in accordance with applicable Nasdaq Stock Market rules (“Stockholder Approval”). For purposes of this Section 53(j), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. . (c) For purposes of this Section 5Warrant, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (ia) the Company’s 's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Securities and Exchange Commission, (iib) a more recent public announcement by the Company, Company or (iiic) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days five (5) Business Days confirm orally and in writing to such Holder the number of shares of its Common Stock then outstanding. . (d) If on any attempted exercise of this Warrant, the issuance of Warrant Shares would exceed the Maximum Aggregate Ownership Amount or the Maximum Aggregate Voting Amount, Amount and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise such number of Warrant Shares as may be issued below the Maximum Aggregate Ownership Amount or and Maximum Aggregate Voting Amount, as the case may be, Amount and, with respect to the remainder of the aggregate number of Warrant Shares, this Warrant shall not be exercisable convertible until and unless Stockholder Approval has been obtained. Upon the request of the Holder, the Company will use its best efforts to obtain Stockholder Approval.

Limitations on the Number of Shares Issuable. Notwithstanding anything herein to the contrary, the Company shall not issue to any the Holder any Warrant Conversion Shares upon conversion of this Note to the extent such shares after giving effect to such issuance after exercise conversion and when added to the number of shares of Common Stock issued and issuable upon conversion of any other Notes or exercise of other any Warrants being simultaneously issued under pursuant to the Purchase Agreement, such Holder Agreement would exceed (together with such’s Holder’s Affiliates and such other Holders and such other Holders’ Affiliates), would (ai) beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately before giving effect to such issuances the date of the Purchase Agreement (the “Maximum Aggregate Ownership Share Amount”) or (bii) control in excess of 19.9% of the total voting power of the Company’s securities outstanding immediately before giving effect to such issuances the date of the Purchase Agreement that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains stockholder shareholder approval permitting such issuances in accordance with applicable Nasdaq Stock rules and regulations of the NASDAQ Capital Market rules (“Stockholder Approval”). For purposes of this Section 54(e), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 54(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (iA) the Company’s most recent Quarterly Report on Form 10-Q periodic or Annual Report on Form 10-Kannual report filed with the Commission, as the case may be, filed with the Securities and Exchange Commission, (iiB) a more recent public announcement by the Company, Company or (iiiC) any other a more recent written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two business days Trading Days confirm orally and in writing to such the Holder the number of shares of Common Stock then outstanding. If on any attempted exercise conversion of this WarrantNote, the issuance of Warrant Conversion Shares would exceed the Maximum Aggregate Ownership Share Amount or the Maximum Aggregate Voting Amount, and the Company shall not have previously obtained Stockholder Approval at the time of exercise, then the Company shall issue to the Holder requesting exercise conversion such number of Warrant Conversion Shares as may be issued below the Maximum Aggregate Ownership Share Amount or Maximum Aggregate Voting Amount, as the case may be, and, with respect to the remainder of the aggregate number of Warrant Conversion Shares, this Warrant Note shall not be exercisable convertible until and unless Stockholder Approval has been obtained.