Common use of Issuance Limitations Clause in Contracts

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 4,855,108 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Exchange Agreement, and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Exchange Agreement, would exceed 5,666,480 15.1% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes promissory notes issued on pursuant to the Original Issue Date to all HoldersExchange Agreement or another substantially similar note exchange agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance The Company and the Holder understand and agree that shares of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants Common Stock issued to any registered broker-dealer and then held by the Holder as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants result of conversions of this Note shall not be allocated entitled to cast votes on any portion of the Issuable Maximum and shall be unexercisable unless and until such resolution to obtain Shareholder Approval is obtained and effectivepursuant hereto.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, (iiB) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iiiC) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 _______3 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein The Company shall not be obligated to issue, and the contraryHolder shall not have the right to receive, upon exercise of this Warrant, any shares of Common Stock if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion issuance of this Note, a such shares of Common Stock would exceed that number of shares of Common Stock whichwhich the Company may issue in the aggregate pursuant to the terms of the Preferred Stock and exercise of this Warrant without breaching the Company's obligations under the rules or regulations of the Nasdaq Capital Markets (the “Exchange Cap”), when aggregated with any except that such limitation shall not apply (i) 20 calendar days after a definitive information statement is sent by the Company to all stockholders as of the relevant record date or (ii) in the event the Company obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Company and each Holder. Until such date or such written opinion is obtained, no holder of this Warrant shall be issued in the aggregate pursuant to the terms hereof, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the number of Warrants originally issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued Holder pursuant to the Purchase Agreement, (ii) in connection with Exchange Agreements and the exercise denominator of any which is the aggregate number of Warrants issued pursuant to the Purchase Agreement and Exchange Agreements (iii) in connection with any warrants issued respect to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shareseach Holder, the “Issuable MaximumExchange Cap Allocation”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum Exchange Cap Allocation among Notes Preferred Stock and Warrants held by it in its sole discretion. Such portion In the event that the Holder shall sell or otherwise transfer any of the Holder's Warrants, the transferee shall be adjusted upward ratably in the event allocated a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-pro rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum Holder's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Warrant shall exercise all of such holder's Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be unexercisable unless and until allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the Warrants then held by each such Shareholder Approval is obtained and effectiveHolder.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, (iiB) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iiiC) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 9,532,009 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, (iiB) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iiiC) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 6,545,670 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion exercise of this NoteWarrant, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, and (ii) in connection with the any exercise of any the Warrants issued pursuant to the Purchase Agreement Agreement, and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 19.99% of the issued and outstanding Common Stock on the Closing Date shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) ), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Fixed Conversion Price (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, Agreement and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 274,852 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.. The Warrants are amended to add the following as new Section 2(f):

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Stockholder Approval, then the Company may not issue, upon conversion exercise of this NoteWarrant, a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date date of exercise of this Warrant (i) in connection with the conversion any exercise of any Notes Warrants issued pursuant to the Purchase Agreement, (ii) in connection with the exercise conversion of any Warrants Preferred Stock issued pursuant to the Purchase Agreement Agreement, and (iii) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 4,459,725 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations recapitalizations, and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to based on the quotient obtained by dividing (xpercentage derived from the formula provided in Section 6(e) the original principal amount of the Holder’s Note by Certificate of Designation (y) as defined in the aggregate original principal amount of all Notes issued on the Original Issue Date to all HoldersPurchase Agreement). In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Warrants and Warrants Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Warrants or Warrants Preferred Stock and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Warrants and Warrants Preferred Stock was less than the Holdersuch Hxxxxx’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Stockholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Stockholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 7,106,055 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 3,090,915 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrarycontrary herein, if the Company has Corporation shall not obtained Shareholder Approvalbe obligated to issue, then and the Company may Holder shall not issuehave the right to receive, upon conversion of the Series A Preferred Stock, any shares of Common Stock if the issuance of such shares of Common Stock, along with any shares of Common Stock issued to the Holder at the Closing, would exceed that number of shares of Common Stock which the Corporation may issue in the aggregate pursuant to the transactions contemplated under the Purchase Agreement without breaching the Corporation’s obligations under the rules or regulations of the Nasdaq Capital Markets (the “Exchange Cap”), except that such limitation shall not apply after the date that Shareholder Approval is approved and deemed effective. Until such date, no holder of Series A Preferred Stock shall be issued, in the aggregate pursuant to the terms of this NoteCertificate of Designation, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the Subscription Amount of such Holder and the denominator of which is the aggregate Subscription Amounts of all Holders (with respect to each Holder, the “Exchange Cap Allocation”). In the event that the Holder shall sell or otherwise transfer any of the Holder’s Series A Preferred Stock, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Series A Preferred Stock shall convert all of such holder’s Series A Preferred Stock into a number of shares of Common Stock which, when aggregated with any in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant holder shall be allocated to the Purchase Agreement, (ii) respective Exchange Cap Allocations of the remaining holders of Series A Preferred Stock on a pro rata basis in connection with the exercise of any Warrants issued pursuant proportion to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 shares of Common Series A Preferred Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants then held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the each such Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the [Purchase Agreement][Exchange Agreement], (ii) in connection with the exercise of any Warrants issued pursuant to the [Purchase Agreement and Agreement][Exchange Agreement], (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement and (iv) in connection with the conversion of any original issue discount convertible debentures and exercise of warrants issued pursuant to the [Purchase Agreement/Exchange Agreement] (such securities, collectively, the “Issuance Capped Securities” and the holders of Issuance Capped Securities, the “Capped Holders”) would exceed 5,666,480 _______4 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Capped Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note original Subscription Amount plus the exchange amounts exchanged pursuant to the Exchange Agreement, if any, by (y) the aggregate original principal amount Subscription Amount (or exchange amounts if pursuant to the Exchange Agreement) of all Notes issued on the Original Issue Date to all Capped Holders. In addition, each a Capped Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants Issuance Capped Securities held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Capped Holder no longer holds any Notes or Warrants Issuance Caped Securities and the amount of shares Issuance Capped Securities issued to the such Capped Holder pursuant to the Holder’s Notes and Warrants was less than the such Capped Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, (iiB) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iiiC) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 2 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if If the Company has not obtained Shareholder Stockholder Approval, then the Company may not issue, issue upon conversion exercise of this Note, Warrant a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with pursuant to the conversion of any Notes Preferred Stock issued pursuant to the Purchase Agreement, (ii) in connection with the upon prior exercise of this or any Warrants other Warrant issued pursuant to the Purchase Agreement and (iii) in connection with pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 shares of Common Stock (19.9%, subject to adjustment for reverse and forward and reverse stock splits, recapitalizations stock dividends, stock combinations and other similar transactions of the like) Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). Each The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note original Subscription Amount (as defined in the Purchase Agreement) by (y) the aggregate original principal amount Subscription Amount of all Notes issued on holders pursuant to the Original Issue Date to all HoldersPurchase Agreement. In addition, each the Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder Purchaser no longer holds any Notes or Warrants and the amount of shares issued to the Holder such Purchaser pursuant to the Holder’s Notes and its Warrants was less than the Holdersuch Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Stockholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Stockholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any the Warrants issued pursuant to the Purchase Agreement Agreement, and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 19.99% of the issued and outstanding Common Stock on the Closing Date shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) ), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Fixed Conversion Price (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 19.99% of the issued and outstanding Common Stock on the First Closing Date shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) ), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Fixed Conversion Price (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to Unless permitted by the contraryapplicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, if in no event shall the Company has not obtained Shareholder Approval, then the Company may not issue, issue upon conversion of or otherwise pursuant to this Note, a Note and the Notes more than the maximum number of shares Shares of Common Stock whichthat the Company can issue pursuant to any applicable rule of The New York Stock Exchange or any other principal United States securities market on which the Common Stock is then traded (the “Exchange”), when aggregated with any which is 19.99% of the total shares outstanding on the Closing Date, subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to Common Stock occurring after the date hereof, taking into account, for calculation purposes, the Shares of Common Stock issued on to Sellers pursuant to the Agreement and Plan of Merger, dated March 13, 2024, between the Company, Credova Holdings, Inc., Cello Merger Sub, Inc. and certain other parties thereto (the “Merger Agreement”), upon consummation of the Merger, together with any other Company securities issued or after the Original Issue Date and prior to such Conversion Date (i) issuable in connection with the conversion of any Notes issued transactions contemplated by the Merger Agreement or pursuant to any of the Purchase AgreementNotes, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) extent any such securities are mandated to be included in connection such calculation by the rules of The New York Stock Exchange or any other stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any warrants issued of its securities on the Company’s ability to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 shares issue Shares of Common Stock in excess of the Maximum Share Amount (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable MaximumMaximum Share Amount”). Each Holder If the Maximum Share Amount is insufficient to convert this Note and all of the other Notes of this series issued as of the Closing Date in full pursuant to Section 4 or 6 hereof, then the aggregate principal amount of this this Note that may be converted into Common Stock pursuant to Section 4 or 6 hereof shall be entitled to a portion of the Issuable Maximum capped at an amount equal to the quotient obtained by dividing to: (xi) the original principal amount of this Note as of the Holder’s Note Issue Date multiplied by (yii) a fraction, (A) the numerator of which is (1) the Maximum Share Amount multiplied by (2) the Conversion Price, and (B) the denominator of which shall be the aggregate original principal amount of all Notes issued of this series as of the Issue Date, until the Company eliminates any prohibitions under applicable law or the rules or regulations of the Exchange on the Original Issue Date Company’s ability to all Holders. In addition, each Holder may allocate its pro-rata portion issue Shares of Common Stock in excess of the Issuable Maximum among Notes and Warrants held by it in its sole discretionShare Amount. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the The outstanding principal amount of shares issued to the Holder this Note that is not converted pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share limitations of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee this Section 4(d) shall be paid in connection cash in accordance with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion terms of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effectivethis Note.]

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Exchange Agreement), then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, Exchange Agreement and (ii) in connection with convertible loans (the exercise of any Warrants “Senior Convertible Debt”) issued pursuant to that Second Secured Term Loan Agreement, dated January 30, 2024, by and among the Purchase Agreement Company and the Lenders party thereto (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance “Second Term Loan Agreement”), that would otherwise breach the Company’s obligations under the rules or regulations of the Securities pursuant Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the Purchase Agreement, would exceed 5,666,480 shares aggregate of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the likeofferings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all HoldersHolders and Senior Convertible Debt issued pursuant to the Second Term Loan Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants Senior Convertible Debt held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants Senior Convertible Debt and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants Senior Convertible Debt was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance At any time after the Stockholder Meeting Deadline (as defined in the Exchange Agreement), in the event that the Company is prohibited from issuing shares of doubtCommon Stock pursuant to this Section 4(e) (the “Exchange Cap Shares”), unless the Company shall pay cash in exchange for the cancellation of such portion of this Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and until (y) the greatest closing sale price of the Common Stock on any required Shareholder Approval is obtained Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and effectiveending on the date of such issuance and payment under this Section 4(e) and (ii) to the extent of any Buy-In related thereto, warrants issued payment amount with respect to any registered brokersuch Buy-dealer as a fee In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection with therewith (collectively, the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective“Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Exchange Agreements), then the Company may not issue, upon conversion of this Notethe Loans, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Closing Date and prior to such Conversion Date (iI) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, Loans and (iiII) in connection with the exercise conversion of any Warrants Debentures issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued Exchange Agreements on or prior to any registered broker-dealer as a fee in connection with the issuance six month anniversary of the Securities pursuant to Closing Date (the Purchase Agreement“Applicable Debentures”), that would exceed 5,666,480 shares otherwise breach the Company’s obligations under the rules or regulations of the principal Trading Market of the Common Stock (subject the number of shares which may be issued without violating such rules and regulations, including rules related to adjustment for forward and reverse stock splits, recapitalizations and the likeaggregate of offerings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”). Each Holder Lender shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Loans on the Closing Date by (y) the original principal amount of the Loans on the Closing Date and the aggregate original principal amount of all Notes Applicable Debentures issued on pursuant to the Original Issue Date to all HoldersExchange Agreements. In addition, each Holder Lender may allocate its pro-rata portion of the Issuable Maximum among Notes Applicable Debentures and Warrants Loans held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder Lender no longer holds any Notes Applicable Debentures or Warrants Loans and the amount of shares issued to the Holder Lender pursuant to the HolderLender’s Notes Applicable Debentures and Warrants Loans was less than the HolderLender’s pro-rata share of the Issuable Maximum. For avoidance At any time after the Stockholder Meeting Deadline (as defined in the Exchange Agreements), in the event that the Company is prohibited from issuing shares of doubtCommon Stock pursuant to this Section 4(d)(ii) (the “Exchange Cap Shares”), unless the Company shall pay cash in exchange for the cancellation of such portion of this Applicable Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (x) such number of Exchange Cap Shares and until (y) the greatest closing sale price of the Common Stock on any required Shareholder Approval is obtained Trading Day during the period commencing on the date the Lender delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and effectiveending on the date of such issuance and payment under this Section 4(d)(ii) and (B) to the extent of any Buy-In related thereto, warrants issued payment amount with respect to any registered brokersuch Buy-dealer as a fee In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Lender incurred in connection with therewith (collectively, the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective“Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement and the January 2008 Purchase Agreement, (iiB) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and the January 2008 Purchase Agreement and (iiiC) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement and the January 2008 Purchase Agreement, would exceed 5,666,480 [5,683,779] shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement and the January 2008 Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 2,579,914 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Purchase Agreement, and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance The Company and the Holder understand and agree that shares of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants Common Stock issued to any registered broker-dealer and then held by the Holder as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants result of conversions of Debentures shall not be allocated entitled to cast votes on any portion of the Issuable Maximum and shall be unexercisable unless and until such resolution to obtain Shareholder Approval is obtained and effectivepursuant hereto.