Common use of Conversion Limitation Clause in Contracts

Conversion Limitation. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion Notice, the Holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written 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 Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”).

Conversion Limitation. The Notwithstanding any provision to the contrary in the Indenture or any other agreement, the Company shall not effect any conversion of this Noteany portion of the Notes, and a Holder Citadel Equity Fund Ltd. ("Citadel") shall not have the right to convert any portion of this Notethe Notes held by it, to the extent that after giving effect to the conversion set forth on of such portion of the applicable Conversion Notice, Notes (the Holder "Subject Notes"). Citadel (together with its Affiliates) would beneficially own in excess of 9.99% of the Beneficial Ownership Limitation number of Common Shares outstanding immediately after giving effect to such conversion (as defined belowthe "Conversion Limitation"). For purposes of the foregoing sentence, the number of shares of Common Stock Shares beneficially owned by the Holder Citadel and its Affiliates shall include the number of shares of Common Stock Shares issuable upon conversion of this Note with respect to which such determination is being madethe Subject Notes, but shall exclude the number of shares of Common Stock Shares which are would be issuable upon (iA) conversion of the remaining, unconverted principal amount nonconverted portion of this Note the Notes beneficially owned by the Holder Citadel or any of its Affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder Citadel or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f)Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderAct. For purposes of this Section 1(f)Section, in determining the number of outstanding shares of Common StockShares, the Holder Citadel may rely on the number of outstanding shares of Common Stock Shares as stated reflected in the most recent of the following: (ix) the Company’s 's most recent periodic annual, quarterly or annual current report filed with the Commissionon Form 10-K, 10-KSB, 10-Q, 10-QSB or Form 8-K, respectively, as the case may be, ; (iiy) a more recent public announcement by the Company, Company or (iiiz) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon For any reason at any time, upon the written or oral request (which, for the avoidance of doubt, includes a Holderrequest via e-mail) of Citadel, the Company shall within two Trading Days three business days confirm orally and in writing to the Holder Citadel the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Noteany Notes, by the Holder Citadel or its Affiliates since the date as of which such number of outstanding shares of Common Stock Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon By not less than 61 sixty-one (61) days’ ' prior written notice to the Company, may Citadel may, at its election, increase or decrease the Beneficial Ownership Conversion Limitation provisions to any other percentage not in excess of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder specified in such notice, and the Beneficial Ownership Conversion Limitation provisions of this Section 1(f) shall continue to apply. Any apply until such increase or decrease will not be effective until the 61st sixty-first day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which such later date, as determined by Citadel, as may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to specified in such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”notice)."

Conversion Limitation. The Company shall not effect any conversion of this NoteNotwithstanding anything contained herein to the contrary, and a the Holder shall not have the right be entitled to convert any portion pursuant to the terms of this Note, to Amended and Restated Note an amount that would be convertible into that number of Conversion Shares which would exceed the extent that after giving effect to difference between the conversion set forth on the applicable Conversion Notice, the number of shares of Common Stock beneficially owned by such Holder would beneficially own in excess and 4.99% of the Beneficial Ownership Limitation (as defined below)outstanding shares of Common Stock of Borrower. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon conversion of this Amended and Restated Note with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (iA) conversion of the remaining, unconverted principal amount nonconverted portion of this Amended and Restated Note beneficially owned by the Holder or any of its Affiliates affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any other notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliatesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f)Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunderof 1934, as amended. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Amended and Restated Note is convertible (in relation to other securities owned by the Holder together with any AffiliatesHolder) and of which principal amount a portion of this Amended and Restated Note is convertible shall be in the sole discretion of the such Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion notice of conversion (“Notice of Conversion”) substantially in the form attached hereto as Appendix A, that such Notice of Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f)2.3, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (iiy) a more recent public announcement by the Company, Company or (iiiz) a more recent written 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 the Holder, the Company shall within two Trading Days trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Amended and Restated Note, by the Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall provisions of this Section may be 4.99% waived by the Holder upon, at the election of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease and the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any apply until such increase or decrease will not be effective until the 61st day after (or such later date, as determined by the Holder, as may be specified in such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”waiver).

Conversion Limitation. The Company (a) Notwithstanding anything herein to the contrary, in no event shall not effect any conversion of this Note, and a the Holder shall not have the right be entitled to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion Notice, the Holder would beneficially own Note in excess of that portion of this Note upon exercise of which the Beneficial Ownership Limitation sum of (as defined below). For purposes of the foregoing sentence, 1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which such the determination of this proviso is being made, but shall exclude would result in beneficial ownership by the number Holder and its Affiliates of any amount greater than 9.99% of the then outstanding shares of Common Stock which are issuable upon (i) conversion whether or not, at the time of such conversion, the Holder and its Affiliates beneficially own more than 9.99% of the remainingthen outstanding shares of Common Stock). As used herein, unconverted principal amount of this Note beneficially owned the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Holder or any of its Affiliates and (ii) exercise or conversion Securities Act. For purposes of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the second preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For purposes of this Section 1(f)any reason at any time, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the upon written or oral request of a the Holder, the Company Parent shall within two Trading Days one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstandingoutstanding as of any given date. In any case, the number of outstanding shares of Common Stock The limitations set forth herein (x) shall be determined after giving effect automatically become null and void (i) following notice to the conversion Parent upon the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement), or exercise of securities of the Company, including this Note, (ii) upon receipt by the Holder or its Affiliates since the date as of which such number a Notice of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall Redemption and (y) may be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held waived by the Holder. The Holder, Holder upon not provision of no less than 61 days’ sixty-one (61) days prior written notice to the CompanyParent; provided, may increase or decrease the Beneficial Ownership Limitation provisions however, that, such written notice of this Section 1(f)waiver shall only be effective if delivered at a time when no indebtedness (including, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% without limitation, principal, interest, fees and charges) of the number Companies of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by which the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective of its Affiliates was, at any time, the owner, directly or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”)indirectly is outstanding.

Conversion Limitation. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this NoteDebenture, pursuant to Section 4(a)(i) or otherwise, to the extent that after giving effect to such conversion, the conversion Holder (together with the Holder's affiliates), as set forth on the applicable Conversion NoticeNotice of Conversion, the Holder would beneficially own in excess of 4.99% of the Beneficial Ownership Limitation (as defined below)number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note Debenture with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (iA) conversion of the remaining, unconverted principal amount nonconverted portion of this Note Debenture beneficially owned by the Holder or any of its Affiliates affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliatesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f4(a)(ii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderAct. To the extent that the limitation contained in this Section 1(f) section applies, the determination of whether this Note Debenture is convertible (in relation to other securities owned by the Holder together with any AffiliatesHolder) and of which principal amount a portion of this Note Debenture is convertible shall be in the sole discretion of the such Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion Notice that such Notice of Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f4(a)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ix) the Company’s 's most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (iiy) a more recent public announcement by the Company, Company or (iiiz) a more recent written any other notice by the Company or the Company’s transfer agent 's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this NoteDebenture, by the Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall provisions of this Section 4(a)(ii) may be 4.99% waived by the Holder upon, at the election of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ ' prior notice to the Company, may increase or decrease and the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f4(a)iii) shall continue to apply. Any apply until such increase or decrease will not be effective until the 61st day after (or such later date, as determined by the Holder, as may be specified in such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”waiver).

Conversion Limitation. The (A) Subject to such Buyer’s election on the signature pages hereto to be governed by this Section 2(k)(A), such Buyer hereby agrees that in no event will it convert, and the Company shall will not effect honor any conversion of this Note, and a Holder shall not have the right request presented to convert any portion of this Note, to the extent it that after giving effect to requests the conversion set forth on of, any of the applicable Conversion Notice, the Holder would beneficially own Notes in excess of the Beneficial Ownership Limitation number of such Notes upon the conversion of which (as defined below). For purposes of the foregoing sentence, x) the number of shares of Common Stock beneficially owned by such Buyer (other than the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note would otherwise be deemed beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company except for being subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f2(k)(A)) plus (y) the number of shares of Common Stock issuable upon the conversion of such Notes would be equal to or exceed 9.99% of the number of shares of Common Stock then issued and outstanding (after giving effect to such conversion or exercise), it being the intent of the Company and such Buyer that a Buyer electing to be governed by this Section 2(k)(A) not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding. As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”). To the extent that the limitation contained in this Section 1(f2(k)(A) appliesapplies (and without limiting any rights the Company may otherwise have), the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the HolderCompany may rely on such Buyer’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject Notes are convertible pursuant to the Beneficial Ownership Limitation. To ensure compliance with this restrictionterms hereof, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) by such Buyer shall be deemed to be such Buyer’s representation that the Notes specified therein are convertible or exercisable pursuant to the terms hereof. In additionNothing contained herein shall be deemed to restrict the right of such Buyer to convert the Notes at such time as the conversion or exercise thereof will not violate the provisions of this Section 2(k)(A). By written notice to the Company, a determination as such Buyer may increase or decrease the maximum percentage stated in this paragraph to any group status as contemplated above other percentage specified in such notice; provided, that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and provided further that in no event shall the percentage stated in this paragraph exceed 9.99%. Notwithstanding anything herein to the contrary, this Section 2(k)(A) shall not apply to a Buyer unless the Buyer has elected to be governed by this Section by so indicating on the signature page. (B) Subject to such Buyer’s election on the signature pages hereto to be governed by this Section 2(k)(B), such Buyer hereby agrees that in no event will it convert, and the Company will not honor any conversion request presented to it that requests the conversion of, any of the Notes in excess of the number of such Notes, upon the conversion of which (x) the number of shares of Common Stock beneficially owned by such Buyer (other than the shares which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion analogous to the limitation contained in this Section 2(k)(B)) plus (y) the number of shares of Common Stock issuable upon the conversion of such Notes would be equal to or exceed 4.99% of the number of shares of Common Stock then issued and outstanding (after giving effect to such conversion), it being the intent of the Company and such Buyer that a Buyer electing to be governed by this Section 2(k)(B) not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Act. To the rules and regulations promulgated thereunder. For purposes of extent that the limitation contained in this Section 1(f2(k)(B) applies (and without limiting any rights the Company may otherwise have), in determining the number of outstanding shares of Common Stock, the Holder Company may rely on such Buyer’s determination of whether the number of outstanding shares of Common Stock as stated in Notes are convertible pursuant to the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written 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 Holderterms hereof, the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) by such Buyer shall within two Trading Days confirm orally and in writing be deemed to be such Buyer’s representation that the Notes specified therein are convertible or exercisable pursuant to the Holder the number of shares of Common Stock then outstandingterms hereof. In any case, the number of outstanding shares of Common Stock Nothing contained herein shall be determined after giving effect deemed to restrict the right of such Buyer to convert the Notes at such time as the conversion or exercise of securities of thereof will not violate the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion provisions of this Note held by the HolderSection 2(k)(B). The Holder, upon not less than 61 days’ prior By written notice to the Company, such Buyer may increase or decrease the Beneficial Ownership Limitation provisions of maximum percentage stated in this Section 1(f)paragraph to any other percentage specified in such notice; provided, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any any such increase or decrease will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph Company and provided further that in no event shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained percentage stated in this paragraph exceed 4.99%. Notwithstanding anything herein to the contrary, this Section 2(k)(B) shall not apply to a successor holder of Buyer unless the Buyer has elected to be governed by this Note. (“Restricted Ownership Percentage”)Section by so indicating on the signature page.

Conversion Limitation. The Company In no event shall not effect any conversion of this Note, and a Holder shall not have the right Purchaser be permitted to convert any portion shares of this Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion Notice, the Holder would beneficially own Preferred Stock in excess of the Beneficial Ownership Limitation number of such shares upon the conversion of which, (as defined below). For purposes of the foregoing sentence, x) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include such Purchaser (other than shares of Common Stock issuable upon conversion of shares of Preferred Stock) plus (y) the number of shares of Common Stock issuable upon the conversion of this Note with respect such shares of Preferred Stock, would be equal to which such determination is being made, but shall exclude or exceed (z) 4.999% of the number of shares of Common Stock which are then issued and outstanding, including shares issuable upon (i) on conversion of the remaining, unconverted principal amount of this Note beneficially owned Preferred Stock held by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes such Purchaser after application of this Section 1(f)3.15. As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1(f) 3.15 applies, the determination of whether this Note is shares of Preferred Stock are convertible (in relation to other securities owned by the Holder together with any Affiliatesa Purchaser) and of which principal amount shares of this Note is Preferred Stock are convertible shall be in the sole discretion of the Holdersuch Purchaser, and the submission of a Conversion Notice shares of Preferred Stock for conversion shall be deemed to be the Holder’s such Purchaser's determination of whether this Note may be converted such shares of Preferred Stock are convertible (in relation to other securities owned by the Holder together with any Affiliatesa Purchaser) and of which principal amount shares of this Note is Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restrictionsuch aggregate percentage limitation, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In additionThis paragraph may be amended in order to clarify an ambiguity or otherwise to give effect to such limitation, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(dby the board of directors of the Company and the holders of two-thirds (2/3) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written 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 Trading Days confirm orally and in writing to the Holder the number of shares of Common Preferred Stock then outstanding. In any case, Nothing contained herein shall be deemed to restrict the number right of outstanding a Purchaser to convert such shares of Common Preferred Stock shall be determined after giving effect to at such time as such conversion will not violate the conversion or exercise provisions of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reportedparagraph. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion provisions of this Note held Section 3.15 may be waived by the Holder. The Holder, a Purchaser as to itself (and solely as to itself) upon not less than 61 days’ 65 days prior notice to the Company, may increase or decrease and the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) 3.15 shall continue to apply. Any apply until such increase or decrease will not be effective until the 61st 65th day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with later, if stated in the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder notice of this Note. (“Restricted Ownership Percentage”waiver).

Conversion Limitation. The Company Notwithstanding anything herein to the contrary, --------------------- in no event shall not effect any conversion of this Note, and a the Holder shall not have the right be entitled to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion Notice, the Holder would beneficially own Note in excess of that portion of this Note upon conversion of which the Beneficial Ownership Limitation sum of (as defined below). For purposes of the foregoing sentence, 1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on exercise or conversion analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which such the determination of this proviso is being made, but shall exclude would result in beneficial ownership by the number Holder and its Affiliates of any amount greater than 9.99% of the then outstanding shares of Common Stock which are issuable upon (i) conversion whether or not, at the time of such exercise, the Holder and its Affiliates beneficially own more than 9.99% of the remainingthen outstanding shares of Common Stock). As used herein, unconverted principal amount of this Note beneficially owned the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Holder or any of its Affiliates and (ii) exercise or conversion Securities Act. For purposes of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the second preceding sentence, for purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1(f) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For purposes of this Section 1(f)any reason at any time, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon upon the written or oral request of a the Holder, the Company shall within two Trading Days one (1) business day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall The preceding limitations set forth herein (x) may be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, waived by the Holder or its Affiliates since the date as upon provision of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not no less than 61 sixty-one (61) days’ ' prior written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect Company and (y) shall automatically become null and void (i) following notice to the issuance Company upon the occurrence and during the continuance of shares an Event of Common Stock Default, or (ii) upon conversion of this Note held receipt by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions a Notice of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”)Redemption.

Conversion Limitation. The (A) Subject to Buyer’s election on the signature pages hereto to be governed by this Section 2(k)(A), each Buyer hereby agrees that in no event will it convert, and the Company shall will not effect honor any conversion of this Note, and a Holder shall not have the right request presented to convert any portion of this Note, to the extent it that after giving effect to requests the conversion set forth on of, any of the applicable Conversion Notice, the Holder would beneficially own Notes in excess of the Beneficial Ownership Limitation number of such Notes, upon the conversion of which (as defined below). For purposes of the foregoing sentence, x) the number of shares of Common Stock beneficially owned by such Buyer (other than the Holder and its Affiliates shall include shares which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion analogous to the limitation contained in this Section 2(k)(A)) plus (y) the number of shares of Common Stock issuable upon the conversion of this Note with respect such Notes, would be equal to which such determination is being made, but shall exclude or exceed 9.99% of the number of shares of Common Stock which are issuable upon then issued and outstanding (i) conversion of after giving effect to such conversion), it being the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities intent of the Company subject and the Buyers that no Buyer electing to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned be governed by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f)2(k)(A) be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding. As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”). To the extent that the limitation contained in this Section 1(f2(k)(A) appliesapplies (and without limiting any rights the Company may otherwise have), the determination of whether this Note is convertible (in relation to other securities owned by Company may rely on the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the HolderBuyer’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject Notes are convertible pursuant to the Beneficial Ownership Limitation. To ensure compliance with this restrictionterms hereof, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) by the Buyer shall be deemed to be the Buyer’s representation that the Notes specified therein are convertible or exercisable pursuant to the terms hereof. In additionNothing contained herein shall be deemed to restrict the right of a Buyer to convert the Notes at such time as the conversion thereof will not violate the provisions of this Section 2(k)(A). By written notice to the Company, a determination as the Buyer may increase or decrease the maximum percentage stated in this paragraph to any group status as contemplated above other percentage not in excess of 19.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Buyer and not to any other holder of Notes. Notwithstanding anything to the contrary, this Section shall not apply to a Buyer unless the Buyer has elected to be governed by this Section by so indicating on the signature page. (B) Subject to Buyer’s election on the signature pages hereto to be governed by this Section 2(k)(B), each Buyer hereby agrees that in no event will it convert, and the Company will not honor any conversion request presented to it that requests the conversion of, any of the Notes in excess of the number of such Notes, upon the conversion of which (x) the number of shares of Common Stock beneficially owned by such Buyer (other than the shares which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion analogous to the limitation contained in this Section 2(k)(B)) plus (y) the number of shares of Common Stock issuable upon the conversion of such Notes, would be equal to or exceed 4.99% of the number of shares of Common Stock then issued and outstanding (after giving effect to such conversion), it being the intent of the Company and the Buyers that no Buyer electing to be governed by this Section 2(k)(B) be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Act. To the rules and regulations promulgated thereunder. For purposes of extent that the limitation contained in this Section 1(f2(k)(B) applies (and without limiting any rights the Company may otherwise have), in determining the number of outstanding shares of Common Stock, the Holder Company may rely on the number Buyer’s determination of outstanding shares of Common Stock as stated in whether the most recent of Notes are convertible pursuant to the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written 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 Holderterms hereof, the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) by the Buyer shall within two Trading Days confirm orally and in writing be deemed to be the Buyer’s representation that the Notes specified therein are convertible or exercisable pursuant to the Holder the number of shares of Common Stock then outstandingterms hereof. In any case, the number of outstanding shares of Common Stock Nothing contained herein shall be determined after giving effect deemed to restrict the right of a Buyer to convert the Notes at such time as the conversion or exercise of securities of thereof will not violate the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion provisions of this Note held by the HolderSection 2(k)(B). The Holder, upon not less than 61 days’ prior By written notice to the Company, the Buyer may increase or decrease the Beneficial Ownership Limitation provisions maximum percentage stated in this paragraph to any other percentage not in excess of this Section 1(f), 9.99% specified in such notice; provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f(i) shall continue to apply. Any any such increase or decrease will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Buyer and not to any other holder of Notes. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with Notwithstanding anything to the terms of contrary, this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall not apply to a successor holder of Buyer unless the Buyer has elected to be governed by this Note. (“Restricted Ownership Percentage”)Section by so indicating on the signature page.

Conversion Limitation. (i) The Company Borrower shall not effect any conversion of this Promissory Note, and a Holder Lender shall not have the right to convert any portion of this Promissory Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion NoticeNotice of Conversion, the Holder Lender (together with the Lender’s Affiliates (as defined below), and any persons acting as a group together with the Lender or any of the Lender’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder Lender and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Promissory Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Promissory Note beneficially owned by the Holder Lender or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder Lender or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f)Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. . (ii) To the extent that the limitation contained in this Section 1(f(g) applies, the determination of whether this Promissory Note is convertible (in relation to other securities owned by the Holder Lender together with any Affiliates) and of which principal amount of this Promissory Note is convertible shall be in the sole discretion of the HolderLender, and the submission of a Notice of Conversion Notice shall be deemed to be the HolderLender’s determination of whether this Promissory Note may be converted (in relation to other securities owned by the Holder Lender together with any Affiliates) and which principal amount of this Promissory Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder Lender will be deemed to represent to the Company Borrower each time it delivers a Notice of Conversion Notice that such Notice of Conversion Notice has not violated the restrictions set forth in this paragraph and the Company Borrower shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. . (iii) For purposes of this Section 1(f(g), in determining the number of outstanding shares of Common Stock, the Holder Lender may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (ia) the CompanyBorrower’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iib) a more recent public announcement by the CompanyBorrower, or (iiic) a more recent written notice by the Company Borrower or the CompanyBorrower’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a HolderLender, the Company Borrower shall within two Trading Days days confirm orally and in writing to the Holder Lender the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyBorrower, including this Promissory Note, by the Holder Lender or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. . (iv) The “Beneficial Ownership Limitation” shall be 4.9919.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Promissory Note held by the HolderLender. The HolderLender, upon not less than 61 days’ prior written notice to the CompanyBorrower, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(f(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such written notice is delivered to the CompanyBorrower. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder For purposes of this Note. Section (g) “Restricted Ownership Percentage”).

Conversion Limitation. The Company shall not effect any conversion of this NoteDebenture, and a the Holder shall not have the right to convert any portion of this NoteDebenture, pursuant to Section 4(a) or otherwise, to the extent that after giving effect to such conversion, the conversion Holder (together with the Holder’s affiliates), as set forth on the applicable Conversion NoticeNotice of Conversion, the Holder would beneficially own in excess of 9.9% of the Beneficial Ownership Limitation (as defined below)number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note Debenture with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (iA) conversion of the remaining, unconverted principal amount nonconverted portion of this Note Debenture beneficially owned by the Holder or any of its Affiliates affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, the Debenture or the Warrant) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliatesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f4(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderAct. To the extent that the limitation contained in this Section 1(f) section applies, the determination of whether this Note Debenture is convertible (in relation to other securities owned by the Holder together with any AffiliatesHolder) and of which principal amount a portion of this Note Debenture is convertible shall be in the sole reasonable discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion Notice that such Notice of Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f4(b), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (iiy) a more recent public announcement by the Company, Company or (iiiz) a more recent written any other 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 the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this NoteDebenture, by the Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall provisions of this Section 4(b) may be 4.99% waived by the Holder upon, at the election of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior written notice to the Company, may increase or decrease and the Beneficial Ownership Limitation provisions of this Section 1(f4(b) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). In addition, provided the Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a) or otherwise, to the extent that after giving effect to such conversion of this Debenture, and the Beneficial Ownership Limitation exercise of the Warrant issued under the Purchase Agreement, the Company will have issued in no event exceeds 9.99the aggregate a number of shares of its Common Stock that is 19.9% or more of the number of outstanding shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”)Stock.

Conversion Limitation. (A) The Company Corporation shall not give effect to any voluntary conversion of Class A Preferred Shares pursuant to this NoteSection or otherwise, and a Holder shall the Conversion Right will not have the right to convert any portion of this Noteapply, to the extent that after giving effect to the all permitted issuances after such conversion set forth on the applicable Conversion Noticeof Class A Preferred Shares, the Holder aggregate number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by the holder exercising such Conversion Right, his, her or its affiliates, associates, related parties and any joint actors would beneficially own in excess exceed 30% of the Beneficial Ownership Limitation aggregate number of Common Shares issued and outstanding (as defined belowthe "30% Threshold"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f), "beneficial ownership ownership" shall be calculated in accordance with National Instrument 62-104 - Take-Over Bids and Issuer Bids. (B) Notwithstanding the provisions of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1(f) applies11(a)(iv), the determination Conversion Limitation shall not apply to the conversion of whether this Note Class A Preferred Shares, where such conversion is convertible made in to facilitate the sale, transfer, assignment or similar disposition of Common Shares to a Person dealing at arm's length with the holder of Class A Preferred Shares (in relation to other securities owned by a "Disposition"); provided that, (i) if the Holder together with Disposition is not completed for any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holderreason, and the submission of a Conversion Notice such conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation not to other securities owned by the Holder together with any Affiliates) have occurred, and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by if the CompanyDisposition is completed, immediately following such Disposition, the aggregate number of Common Shares beneficially owned, or (iii) a more recent written notice by the Company over which control or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written direction is exercised, directly or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Noteindirectly, by the Holder or holder of Class A Preferred Shares, together with its Affiliates since affiliates, associates, related parties and any joint actors, remains below the date as 30% Threshold. (C) Notwithstanding the provisions of which such number Section 11(a), the board of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% directors may by resolution waive the application of the number of shares Conversion Limitation to any exercise or exercises of the Common Stock outstanding immediately after giving effect Conversion Right to which the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The HolderConversion Limitation would otherwise apply, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply future Conversion Limitations generally, including with respect to a successor holder period of this Note. (“Restricted Ownership Percentage”)time.

Conversion Limitation. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Conversion NoticeNotice of Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other NotesNotes or warrants or other convertible securities) beneficially owned by the Holder or any of its AffiliatesAffiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(f4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 1(f4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any AffiliatesAffiliates and Attribution Parties) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any AffiliatesAffiliates or Attribution Parties) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it he delivers a Notice of Conversion Notice that such Notice of Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written 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 one Trading Days Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(f4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f4(d) shall continue to apply. Any such increase or decrease in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph Section 4(d) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”).

Conversion Limitation. The Company shall not effect any conversion of (A) Subject to a Buyer’s election on the signature page hereto to be governed by this NoteSection 2(k)(A), and a Holder shall not have the right to such Buyer hereby agrees that in no event will it convert any portion of this Note, to the extent that after giving effect to Notes or exercise any of the conversion set forth on the applicable Conversion Notice, the Holder would beneficially own Warrants in excess of the Beneficial Ownership Limitation number of such Notes or Warrants, upon the conversion or exercise of which (as defined below). For purposes of the foregoing sentence, x) the number of shares of Common Stock beneficially owned by such Buyer (other than the Holder and its Affiliates shall include shares which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion analogous to the limitation contained in this Section 2(k)(A)) plus (y) the number of shares of Common Stock issuable upon the conversion of this Note with respect such Notes and the exercise of such Warrants, would be equal to which such determination is being made, but shall exclude or exceed 9.99% of the number of shares of Common Stock which are issuable upon then issued and outstanding (i) after giving effect to such conversion of or exercise), it being the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities intent of the Company subject and such Buyer that a Buyer electing to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned be governed by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f)2(k)(A) not be deemed at any time to have the power to vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding. As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”). To the extent that the limitation contained in this Section 1(f2(k)(A) appliesapplies (and without limiting any rights the Company may otherwise have), the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the HolderCompany may rely on such Buyer’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject Notes are convertible or the Warrants are exercisable pursuant to the Beneficial Ownership Limitation. To ensure compliance with this restrictionterms hereof, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) or the Exercise Notice (as that term is defined in the Warrant) by such Buyer shall be deemed to be such Buyer’s representation that the Notes or the Warrants specified therein are convertible or exercisable pursuant to the terms hereof. In additionNothing contained herein shall be deemed to restrict the right of such Buyer to convert the Notes or exercise the Warrants at such time as the conversion or exercise thereof will not violate the provisions of this Section 2(k)(A). By written notice to the Company, a determination as such Buyer may increase or decrease the maximum percentage stated in this paragraph to any group status as contemplated above other percentage specified in such notice; provided, that any such increase will not be effective until the sixty first (61st) day after such notice is delivered to the Company and provided further that in no event shall the percentage stated in this paragraph exceed 9.99%. Notwithstanding anything herein to the contrary, this restriction may not be waived by the Company, and notwithstanding anything herein to the contrary, this Section 2(k)(A) shall not apply to a Buyer unless the Buyer has elected to be governed by this Section by so indicating on the signature page. (B) Subject to a Buyer’s election on the signature page hereto to be governed by this Section 2(k)(B), such Buyer hereby agrees that in no event will it convert any of the Notes or exercise any of the Warrants in excess of the number of such Notes or Warrants, upon the conversion or exercise of which (x) the number of shares of Common Stock beneficially owned by such Buyer (other than the shares which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion analogous to the limitation contained in this Section 2(k)(B)) plus (y) the number of shares of Common Stock issuable upon the conversion of such Notes and the exercise of such Warrants, would be equal to or exceed 4.99% of the number of shares of Common Stock then issued and outstanding (after giving effect to such conversion or exercise), it being the intent of the Company and such Buyer that a Buyer electing to be governed by this Section 2(k)(B) not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Act. To the rules and regulations promulgated thereunder. For purposes of extent that the limitation contained in this Section 1(f2(k)(B) applies (and without limiting any rights the Company may otherwise have), in determining the number of outstanding shares of Common Stock, the Holder Company may rely on such Buyer’s determination of whether the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company Notes are convertible or the Company’s transfer agent setting forth Warrants are exercisable pursuant to the number of shares of Common Stock outstanding. Upon the written or oral request of a Holderterms hereof, the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) or the Exercise Notice (as that term is defined in the Warrant) by such Buyer shall within two Trading Days confirm orally and in writing be deemed to be such Buyer’s representation that the Notes or the Warrants specified therein are convertible or exercisable pursuant to the Holder the number of shares of Common Stock then outstandingterms hereof. In any case, the number of outstanding shares of Common Stock Nothing contained herein shall be determined after giving effect deemed to restrict the right of such Buyer to convert the Notes or exercise the Warrants at such time as the conversion or exercise of securities of thereof will not violate the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion provisions of this Note held by the HolderSection 2(k)(B). The Holder, upon not less than 61 days’ prior By written notice to the Company, such Buyer may increase or decrease the Beneficial Ownership Limitation provisions of maximum percentage stated in this Section 1(f)paragraph to any other percentage specified in such notice; provided, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) shall continue to apply. Any any such increase or decrease will not be effective until the 61st sixty first (61st) day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph Company and provided further that in no event shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained percentage stated in this paragraph exceed 4.99%. Notwithstanding anything herein to the contrary, this restriction may not be waived by the Company, and notwithstanding anything herein to the contrary, this Section 2(k)(B) shall not apply to a successor holder of Buyer unless the Buyer has elected to be governed by this Note. (“Restricted Ownership Percentage”)Section by so indicating on the signature page.

Conversion Limitation. The Company shall not effect any conversion of this Note, and a A Holder shall not have the right to convert any portion of this Note, Convertible Note into Conversion Shares to the extent that after giving effect to the conversion such issuance after conversion, such Holder (together with such Holder’s affiliates), as set forth on the applicable Conversion NoticeNotice of Exercise, the Holder would beneficially own in excess of 4.99%, or 9.99% if such holder already beneficially owns 4.99% or exceeds 4.99% in the Beneficial Ownership Limitation (as defined below)future, of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon conversion of this Convertible Note with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which are would be issuable upon (iA) conversion of the remaining, unconverted principal amount remaining portion of this Convertible Note beneficially owned by the such Holder or any of its Affiliates affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any other shares of Common Stock, convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the such Holder or any of its Affiliatesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 1(f)5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by a Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereundersuch Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(f) 5 applies, the determination of whether this Convertible Note is convertible into Conversion Shares (in relation to other securities owned by such Holder) and of which a portion of this Convertible Note is convertible shall be in the sole discretion of a Holder, and the submission of a Notice of Conversion shall be deemed to be each Holder’s determination of whether this Convertible Note is convertible (in relation to other securities owned by the Holder together with any Affiliatessuch Holder) and of which principal amount portion of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Convertible Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restrictionsuch aggregate percentage limitation, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(f)5, in determining the number of outstanding shares of Common Stock, the a Holder may rely on the number of outstanding shares of Common Stock as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (iiy) a more recent public announcement by the Company, Company or (iiiz) a more recent written any other 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 Trading Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Convertible Note, by the such Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion provisions of this Note held Section 5 may be waived by such Holder, at the Holder. The election of such Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease and the Beneficial Ownership Limitation provisions of this Section 1(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f) 5 shall continue to apply. Any apply until such increase or decrease will not be effective until the 61st day after (or such later date, as determined by such H▇▇▇▇▇, as may be specified in such notice is delivered to the Companyof waiver). The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Convertible Note. (“Restricted Ownership Percentage”).

Conversion Limitation. The (A) Subject to such Buyer’s election on the applicable signature page hereto to be governed by this Section 2(k)(A), such Buyer hereby agrees that in no event will it convert, and the Company shall will not effect honor any conversion request presented to it that requests the conversion of this Notenor shall the Company require or cause the conversion of or otherwise issue any shares in respect of, and a Holder shall not have any of the right to convert any portion of this Note, Notes to the extent that after giving effect to the such conversion set forth on the applicable Conversion Notice, the Holder or issuance would beneficially own result in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, x) the number of shares of Common Stock beneficially owned by the Holder such Buyer and its Affiliates shall include affiliates (other than the shares issuable upon the conversion of the remaining unconverted portion of any Notes held by such Buyer and its affiliates and any shares which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion analogous to the limitation contained in this Section 2(k)(A)), being in excess of 9.99% of the number of shares of Common Stock issuable upon conversion then issued and outstanding (after giving effect to such conversion), it being the intent of the Company and the Buyers that no Buyer electing to be governed by this Note Section 2(k)(A) be deemed at any time to have (alone or with respect its affiliates) the power to which such determination is being made, but shall exclude vote or dispose of greater than 9.99% of the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates issued and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliatesoutstanding. Except as set forth in the preceding sentence, for purposes of this Section 1(f)As used herein, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”). To the extent that the limitation contained in this Section 1(f2(k)(A) appliesapplies (and without limiting any rights the Company may otherwise have), the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Conversion Notice shall be deemed to be the HolderCompany may rely on such Buyer’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject Notes are convertible pursuant to the Beneficial Ownership Limitation. To ensure compliance with this restrictionterms hereof, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) by such Buyer shall be deemed to be such Buyer’s representation that the Notes specified therein are convertible pursuant to the terms hereof. In additionNothing contained herein shall be deemed to restrict the right of such Buyer to convert the Notes at such time as the conversion thereof will not violate the provisions of this Section 2(k)(A). By written notice to the Company, a determination as such Buyer may increase or decrease the maximum percentage stated in this paragraph to any group status as contemplated above other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to such Buyer and not to any other holder of Notes. Notwithstanding anything to the contrary, this Section shall not apply to such Buyer unless such Buyer has elected to be governed by this Section by so indicating on the signature page. (B) Subject to such Buyer’s election on the applicable signature page hereto to be governed by this Section 2(k)(B), such Buyer hereby agrees that in no event will it convert, and the Company will not honor any conversion request presented to it that requests the conversion of nor shall the Company require or cause the conversion of or otherwise issue any shares in respect of, any of the Notes to the extent that such conversion or issuance would result in the number of shares of Common Stock beneficially owned by such Buyer and its affiliates (other than the shares issuable upon the conversion of the remaining unconverted portion of any Notes held by such Buyer and its affiliates and any shares which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion analogous to the limitation contained in this Section 2(k)(B)), being in excess of 4.99% of the number of shares of Common Stock then issued and outstanding (after giving effect to such conversion), it being the intent of the Company and the Buyers that no Buyer electing to be governed by this Section 2(k)(B) be deemed at any time to have (alone or with its affiliates) the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Act. To the rules and regulations promulgated thereunder. For purposes of extent that the limitation contained in this Section 1(f2(k)(B) applies (and without limiting any rights the Company may otherwise have), in determining the number of outstanding shares of Common Stock, the Holder Company may rely on the number Buyer’s determination of outstanding shares of Common Stock as stated in whether the most recent of Notes are convertible pursuant to the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written 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 Holderterms hereof, the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of the Conversion Notice (as that term is defined in the Note) by the Buyer shall within two Trading Days confirm orally and in writing be deemed to be the Buyer’s representation that the Notes specified therein are convertible or exercisable pursuant to the Holder the number of shares of Common Stock then outstandingterms hereof. In any case, the number of outstanding shares of Common Stock Nothing contained herein shall be determined after giving effect deemed to restrict the right of a Buyer to convert the Notes at such time as the conversion or exercise of securities of thereof will not violate the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion provisions of this Note held by the HolderSection 2(k)(B). The Holder, upon not less than 61 days’ prior By written notice to the Company, the Buyer may increase or decrease the Beneficial Ownership Limitation provisions maximum percentage stated in this paragraph to any other percentage not in excess of this Section 1(f), 4.99% specified in such notice; provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 1(f(i) shall continue to apply. Any any such increase or decrease will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Buyer and not to any other holder of Notes. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with Notwithstanding anything to the terms of contrary, this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall not apply to a successor holder of Buyer unless the Buyer has elected to be governed by this Note. (“Restricted Ownership Percentage”)Section by so indicating on the signature page.