Common use of Limitation on Beneficial Ownership Clause in Contracts

Limitation on Beneficial Ownership. (i) The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company shall within two (2) Business Days confirm orally and in writing or by electronic mail to 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 such Preferred Shares by such Holder and any other Attribution Party, since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant Notwithstanding anything to the terms and conditions of contrary set forth in this Certificate of Designations and any such conversion shall be null and void and treated as if never madeDesignation, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) at no time may all or a portion of the shares of Common Series O Preferred Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include be converted if the number of shares of Common Stock held by to be issued pursuant to such Holder and conversion would exceed, when aggregated with all other Attribution Parties plus shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock that would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that, upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 6(d) with regard to any or all shares of Common Stock issuable upon conversion of the Series O Preferred Shares Stock, this Section 6(d) will be of no force or effect with respect regard to which all or a portion of the determination of such sentence is being made, Series O Preferred Stock referenced in the 4.99% Waiver Notice but shall exclude in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series O Preferred Stock be converted if the number of shares of Common Stock which would to be issuable upon (A) conversion issued pursuant to such conversion, when aggregated with all other shares of the remaining, nonconverted Preferred Shares beneficially Common Stock owned by the Holder at such time, would result in the Holder or any of the other Attribution Parties and beneficially owning (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 ActAct and the rules thereunder) in excess of 9.99% of the then-issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series O Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of hereof, in determining the number of outstanding shares of Common Stock a Holder may acquire upon Stock, the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of any Holdera holder of Series O Preferred Stock, the Company shall within two three (23) Business Days confirm orally and in writing or by electronic mail to such Holder 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 such the Series O Preferred Shares Stock, by such the Holder and any other Attribution Party, its Affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (was reported, that in any event are convertible or exercisable, as determined under Section 13(d) the case may be, into shares of the 1934 Act), the number Company’s Common Stock within 60 days’ of shares so issued by which such Holder’s calculation and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall that are not have the power subject to vote a limitation on conversion or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice exercise analogous to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i6(d) to the extent necessary to correct this paragraph (or any portion of this paragraphhereof) which that may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall not effect the and ---------------------------------- shall have no obligation to effect any conversion of any shares of the Series D Preferred Shares held by a HolderStock, and such no Holder shall not have the right to convert any shares of the Series D Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never madeStock, to the extent that after giving effect to such conversion, the beneficial owner of such Holder shares (together with the other Attribution Parties collectively such Person's affiliates) would beneficially own in excess have acquired, through conversion of shares of Series D Preferred Stock or otherwise, beneficial ownership of a number of Common Shares that exceeds 4.99% (the “Maximum Percentage”"MAXIMUM PERCENTAGE") of the shares number of Common Stock Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Shares beneficially owned by such Holder a Person and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock Shares issuable upon conversion of the shares of Series D Preferred Shares with respect Stock that are subject to a pending conversion notice for which the determination of such sentence whether the Maximum Percentage had been exceeded is being madedetermined, but shall exclude shares the number of Common Stock Shares which would be issuable upon (A) conversion of the any remaining, nonconverted shares of Series D Preferred Shares Stock beneficially owned by such Holder Person or any of the other Attribution Parties its affiliates not subject to a pending conversion notice and (B) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder Person or any other Attribution Party of its affiliates that are similarly subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i)6. For Except as set forth in the preceding sentence, for purposes of this Section 4(d)(i)6, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 ActSecurities Exchange Act of 1934, as amended. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock Shares, a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (x1) the Company’s 's most recent Annual Report on Form 108-K, Quarterly Report on Form 10-Q, Current Report on Form 810-QSB, Form 10-K or other public filing with the SEC, Form 10-KSB as the case may be, (y2) a more recent public announcement by the Company Company, or (z3) any other written notice by the Company or the its Transfer Agent, if any, Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)Shares outstanding. If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of any Holder, the Company shall within two promptly, but in no event later than one (21) Business Days Day following the receipt of such notice, confirm orally and in writing or by electronic mail to any such Holder 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 all conversions of securities shares of the Company, including such Series D Preferred Shares Stock by such Holder and any other Attribution Party, its affiliates that had occurred since the date as of which the Reported Outstanding Share Number such number of outstanding Common Shares was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a By written notice to the Company, any the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to such the Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant Notwithstanding anything to the terms and conditions of contrary set forth in this Certificate of Designations and any such conversion shall be null and void and treated as if never madeDesignation, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) at no time may all or a portion of the shares of Common Series A Preferred Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include be converted if the number of shares of Common Stock held by to be issued pursuant to such Holder and conversion would exceed, when aggregated with all other Attribution Parties plus shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4g. with regard to any or all shares of Common Stock issuable upon conversion of the Series A Preferred Shares Stock Series A Preferred Stock, this Section 4g. will be of no force or effect with respect regard to which all or a portion of the determination of such sentence is being made, Series A Preferred Stock referenced in the 4.99% Waiver Notice but shall exclude in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series A Preferred Stock be converted if the number of shares of Common Stock which would to be issuable upon (A) conversion issued pursuant to such conversion, when aggregated with all other shares of the remaining, nonconverted Preferred Shares beneficially Common Stock owned by the Holder at such time, would result in the Holder or any of the other Attribution Parties and beneficially owning (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 ActAct and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series A Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of hereof, in determining the number of outstanding shares of Common Stock a Holder may acquire upon Stock, the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, its stock transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of any Holdera holder of Series A Preferred Stock, the Company shall within two three (23) Business Days business days confirm orally and in writing or by electronic mail to such Holder 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 such the Series A Preferred Shares Stock, by such the Holder and any other Attribution Party, its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (was reported, which in any event are convertible or exercisable, as determined under Section 13(d) the case may be, into shares of the 1934 Act), the number Company’s Common Stock within 60 days’ of shares so issued by such calculation and which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall are not have the power subject to vote a limitation on conversion or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice exercise analogous to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary 4h. to correct this paragraph (or any portion of this paragraphhereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company Corporation shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversionconversion (which provision may be waived by such Holder by written notice from such Holder to the Corporation, which notice shall be effective 61 calendar days after the date of such notice). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes, convertible preferred stock or warrants, including the Warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i4(d). For purposes of this Section 4(d)(i4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the CompanyCorporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company Corporation or (z) any other written notice by the Company Corporation or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company Corporation receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company Corporation shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i4(d), to exceed the Maximum Percentage, such Holder must notify the Company Corporation of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within two one (21) Business Days Day confirm orally and in writing or by electronic mail to 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 CompanyCorporation, including such Preferred Shares Shares, by such Holder and any other Attribution Party, Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the CompanyCorporation, any the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Corporation and (ii) any such increase or decrease will apply only to such the Holder and the other Attribution Parties and not to any other holder of Securities that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i4(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i4(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company Corporation shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversionconversion (which provision may be waived by such Holder by written notice from such Holder to the Corporation, which notice shall be effective 61 calendar days after the date of such notice). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes, convertible preferred stock or warrants, including the Warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i4(d). For purposes of this Section 4(d)(i4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the CompanyCorporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company Corporation or (z) any other written notice by the Company Corporation or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company Corporation receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company Corporation shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i4(d), to exceed the Maximum Percentage, such Holder must notify the Company Corporation of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within two one (21) Business Days Day confirm orally and in writing or by electronic mail to 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 CompanyCorporation, including such Preferred Shares Shares, by such Holder and any other Attribution Party, since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i4(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i4(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained provisions of this Section 4(d) shall be of no further force or effect if the Holder participates in this paragraph may a subsequent transaction with the Corporation which results in the Holder beneficially owning in excess of 4.99% of the number of shares of the Common Stock outstanding which shall include securities convertible into Common Stock which do not be waived and shall apply to contain a successor holder of such Preferred Sharesbeneficial ownership limitation.

Limitation on Beneficial Ownership. (i) The Company shall not effect Notwithstanding anything to the conversion contrary set forth in this Certificate of any Designation, at no time may all or a portion of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall Stock be null and void and treated as converted if never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by to be issued pursuant to such Holder and conversion would exceed, when aggregated with all other Attribution Parties plus shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock that would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the "4.99% Beneficial Ownership Limitation"); provided, however, that, upon the Holder providing the Offeror with sixty- one (61) days' advance notice (the "4.99% Waiver Notice") that the Holder would like to waive this Section 6(d) with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Shares Stock, this Section 6(d) will be of no force or effect with respect regard to which all or a portion of the determination of such sentence is being made, Preferred Stock referenced in the 4.99% Waiver Notice but shall exclude in no event waive the 9.99% Beneficial Ownership Limitation DocuSign Envelope ID: E6FD5218-7EC1-4B5E-999D-39030437E5AD described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Preferred Stock be converted if the number of shares of Common Stock which would to be issuable upon (A) conversion issued pursuant to such conversion, when aggregated with all other shares of the remaining, nonconverted Preferred Shares beneficially Common Stock owned by the Holder at such time, would result in the Holder or any of the other Attribution Parties and beneficially owning (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 ActAct and the rules thereunder) in excess of 9.99% of the then- issued and outstanding shares of Common Stock outstanding at such time (the "9.99% Beneficial Ownership Limitation" and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the "Maximum Percentage"). By written notice to the Offeror, a holder of Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of hereof, in determining the number of outstanding shares of Common Stock a Holder may acquire upon Stock, the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s Offeror's most recent Annual Report on Form 10-10- K, Quarterly Report on Form 10l0-Q, Current Report on Form 8-K or other public filing with wi1h the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company Offeror or (z3) any other written notice by the Company or the Transfer Agent, if any, Offeror setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of any Holdera holder of Preferred Stock, the Company Offeror shall within two (2) Business Days confirm orally and in writing or by electronic mail to 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 such Preferred Shares by such Holder and any other Attribution Party, since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.three

Limitation on Beneficial Ownership. (i) The Company shall not effect any issue of Ordinary Shares under this Agreement and the conversion of any of the Preferred Shares held by a Holder, and such Holder Buyer shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of subscribe for ADSs under this Certificate of Designations and any such conversion shall be null and void and treated as if never made, Agreement to the extent that after giving effect to such conversion, such Holder subscription the Buyer together with the other Attribution Parties collectively its affiliates would beneficially own in excess of 4.994.9% (the “Maximum Percentage”) of the shares of Common Stock Company’s issued outstanding immediately after giving effect to Ordinary Shares following such conversionsubscription. For purposes of the foregoing sentencehereof, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by such Holder the Buyer and its affiliates or acquired by the other Attribution Parties Buyer and its affiliates, as the case may be, shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon conversion of the Preferred Shares in connection with a subscription under this Agreement with respect to which the determination of such sentence is being made, but shall exclude shares the number of Common Stock Ordinary Shares which would be issuable upon (A1) conversion a subscription of the remainingremaining Available Amount which has not been submitted for subscription, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B2) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Buyer and its affiliates. If the 4.9% limitation is ever reached the Company shall have the option to increase such limitation to 9.9% by delivery of written notice to the Buyer. Thereafter, if the 9.9% limitation is ever reached this shall not affect or limit the Buyer’s obligation to subscribe for the Daily Purchase Amount as otherwise provided in this Agreement. Specifically, even though the Buyer may not receive additional ADSs in the event that the 9.9% limitation is ever reached, the Buyer is still obligated to pay to the Company the Daily Purchase Amount on each Trading Day as otherwise obligated under this Agreement, e.g. no Event of Default (as defined in Section 4(d)(i)9 hereof) has occurred, nor any event which, after notice and/or lapse of time, would become an Event of Default. Under such circumstances, the Buyer would have the right to acquire additional ADSs in the future only at such time as its ownership subsequently becomes less than the 9.9% limitation. For purposes of this Section 4(d)(i)Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of issued and outstanding shares of Common Stock a Holder may acquire upon Ordinary Shares the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder Buyer may rely on the number of issued and outstanding shares of Common Stock Ordinary Shares as reflected in (x1) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice communication by the Company or the its Transfer Agent, if any, Agent setting forth the number of shares of Common Stock outstanding (Ordinary Shares issued and outstanding. Upon the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the reasonable written or oral request of any Holderthe Buyer, the Company shall within two (2) Business Days promptly confirm orally and in writing or by electronic mail to such Holder the Buyer the number of shares of Common Stock Ordinary Shares then issued and outstanding. In any case, the number of issued and outstanding shares of Common Stock Ordinary Shares shall be determined after giving effect to any subscriptions under this Agreement by the conversion or exercise of securities of the Company, including such Preferred Shares by such Holder and any other Attribution Party, Buyer since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In the event that the issuance Except as otherwise set forth herein, for purposes of shares of Common Stock to a Holder upon conversion of such Preferred Shares results this Section 1(d)(i), beneficial ownership shall be determined in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under accordance with Section 13(d) of the 1934 Act)Securities Exchange Act of 1934, the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Sharesamended.

Limitation on Beneficial Ownership. (i) The Company Partnership shall not effect the conversion of any of the Series A Preferred Shares Units held by a Series A Preferred Holder, and such Series A Preferred Holder shall not have the right to convert any of the Series A Preferred Shares Units held by such Series A Preferred Holder pursuant to the terms and conditions of this Certificate of Designations Amendment and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Series A Preferred Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding Units Outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Units beneficially owned by such Series A Preferred Holder and the other Attribution Parties shall include the number of shares of Common Stock Units held by such Series A Preferred Holder and all other Attribution Parties plus the number of shares of Common Stock Units issuable upon conversion of the Series A Preferred Shares Units with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock Units which would be issuable upon (A) conversion of the remaining, nonconverted Series A Preferred Shares Units beneficially owned by such Series A Preferred Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Partnership (including, without limitation, any convertible notes, convertible preferred stock Units or warrants, including the Warrants) beneficially owned by such Series A Preferred Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i5.8(b)(iv). For purposes of this Section 4(d)(i5.8(b)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Outstanding Common Stock Units a Series A Preferred Holder may acquire upon the conversion of such Series A Preferred Shares Units without exceeding the Maximum Percentage, such Series A Preferred Holder may rely on the number of outstanding shares of Outstanding Common Stock Units as reflected in (x) the CompanyPartnership’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company Partnership or (z) any other written notice by the Company Partnership or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding Units Outstanding (the “Reported Outstanding Share Unit Number”). If the Company Partnership receives a Conversion Notice from a Series A Preferred Holder at a time when the actual number of outstanding shares of Outstanding Common Stock Units is less than the Reported Outstanding Share Unit Number, the Company Partnership shall notify such Series A Preferred Holder in writing of the number of shares of Common Stock Units then outstanding Outstanding and, to the extent that such Conversion Notice would otherwise cause such Series A Preferred Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i5.8(b)(iv), to exceed the Maximum Percentage, such Series A Preferred Holder must notify the Company Partnership of a reduced number of shares of Common Stock Units to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Series A Preferred Holder, the Company Partnership shall within two one (21) Business Days Day confirm orally and in writing or by electronic mail to such Series A Preferred Holder the number of shares of Common Stock Units then outstandingOutstanding. In any case, the number of outstanding shares of Outstanding Common Stock Units shall be determined after giving effect to the conversion or exercise of securities of the CompanyPartnership, including such Series A Preferred Shares Units, by such Series A Preferred Holder and any other Attribution Party, Party since the date as of which the Reported Outstanding Share Unit Number was reported. In the event that the issuance of shares of Common Stock Units to a Series A Preferred Holder upon conversion of such Series A Preferred Shares Units results in such Series A Preferred Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Outstanding Common Stock Units (as determined under Section 13(d) of the 1934 Act), the number of shares Units so issued by which such Series A Preferred Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess SharesUnits”) shall be deemed null and void and shall be cancelled ab initio, and such Series A Preferred Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the CompanyUnits. Upon delivery of a written notice to the CompanyPartnership, any Series A Preferred Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Series A Preferred Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Partnership and (ii) any such increase or decrease will apply only to such Series A Preferred Holder and the other Attribution Parties and not to any other Series A Preferred Holder. For purposes of clarity, the shares of Common Stock Units issuable to a Series A Preferred Holder pursuant to the terms of this Certificate of Designations Amendment in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Series A Preferred Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Series A Preferred Shares Units pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i5.8(b)(iv) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i5.8(b)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Series A Preferred SharesUnits.

Limitation on Beneficial Ownership. (i) The Company shall not effect any purchase under this Agreement and the conversion of any of the Preferred Shares held by a Holder, and such Holder Buyer shall not have the right to convert any purchase shares of the Preferred Shares held by such Holder pursuant to the terms and conditions of Common Stock under this Certificate of Designations and any such conversion shall be null and void and treated as if never made, Agreement to the extent that after giving effect to such conversion, such Holder purchase the Buyer together with the other Attribution Parties collectively its affiliates would beneficially own in excess of 4.994.9% (the “Maximum Percentage”) of the outstanding shares of the Common Stock outstanding immediately after giving effect to following such conversionpurchase. For purposes of the foregoing sentencehereof, the aggregate number of shares of Common Stock beneficially owned by such Holder the Buyer and its affiliates or acquired by the other Attribution Parties Buyer and its affiliates, as the case may be, shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares in connection with a purchase under this Agreement with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A1) conversion a purchase of the remainingremaining Available Amount which has not been submitted for purchase, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B2) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Buyer and its affiliates. If the 4.9% limitation is ever reached the Company shall have the option to increase such limitation to 9.9% by delivery of written notice to the Buyer. Thereafter, if the 9.9% limitation is ever reached this shall not effect or limit the Buyer's obligation to fund the Daily Base Amount as otherwise provided in this Section 4(d)(i)Agreement. Specifically, if the 9.9% limitation is ever reached, each Trading Day thereafter and until the Buyer beneficially owns less than 9.9% of the outstanding shares of the Common Stock, the Buyer shall nevertheless pay to the Company the Daily Base Amount as otherwise provided herein but the Buyer shall not be entitled to receive (or exercise any indicia of ownership with respect thereto) the related Purchase Shares therefore until and only to the extent that the Buyer beneficially owns less than 9.9% of the outstanding shares of the Common Stock. For purposes of this Section 4(d)(i)Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder Buyer may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s 's most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice communication by the Company or the Transfer Agent, if any, its transfer agent setting forth the number of shares of Common Stock outstanding (outstanding. Upon the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the reasonable written or oral request of any Holderthe Buyer, the Company shall within two (2) Business Days promptly confirm orally and in writing or by electronic mail to such Holder the Buyer 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 any purchases under this Agreement by the conversion or exercise of securities of the Company, including such Preferred Shares by such Holder and any other Attribution Party, Buyer since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock was reported. Upon the written or oral request of the Company, the Buyer shall within one (1) Trading Day confirm orally and in writing to the Company the number of shares of Common Stock then held by the Buyer and the number of shares of Common Stock then beneficially owned by the Buyer and its affiliates. Except as otherwise set forth herein, for purposes of this Section 1(d)(i), beneficial ownership shall be determined under in accordance with Section 13(d) of the 1934 Act)Securities Exchange Act of 1934, the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Sharesamended.

Limitation on Beneficial Ownership. (i) The Company Corporation shall not effect the conversion of any of the Preferred Shares Series B held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares Series B held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversionconversion (which provision may be waived by such Holder by written notice from such Holder to the Corporation, which notice shall be effective 61 calendar days after the date of such notice). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares Series B with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares Series B beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Corporation (including, without limitation, including any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i5(d). For purposes of this Section 4(d)(i5(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares Series B without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the CompanyCorporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company Corporation or (z) any other written notice by the Company Corporation or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company Corporation receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company Corporation shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i5(d), to exceed the Maximum Percentage, such Holder must notify the Company Corporation of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company Corporation shall within two one (21) Business Days Day confirm orally and in writing or by electronic mail to 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 CompanyCorporation, including such Preferred Shares Series B, by such Holder and any other Attribution Party, since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares Series B results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares Series B pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i5(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i5(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained provisions of this Section 5(d) shall be of no further force or effect if the Holder participates in this paragraph may a subsequent transaction with the Corporation which results in the Holder beneficially owning in excess of 4.99% of the number of shares of the Common Stock outstanding which shall include securities convertible into Common Stock which do not be waived and shall apply to contain a successor holder of such Preferred Sharesbeneficial ownership limitation.

Limitation on Beneficial Ownership. (i) The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant Notwithstanding anything to the terms and conditions of contrary set forth in this Certificate of Designations and any such conversion shall be null and void and treated as if never madeDesignation, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) at no time may all or a portion of the shares of Common Series R Preferred Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include be converted if the number of shares of Common Stock held by to be issued pursuant to such Holder and conversion would exceed, when aggregated with all other Attribution Parties plus shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock that would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that, upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 6(d) with regard to any or all shares of Common Stock issuable upon conversion of the Series R Preferred Shares Stock, this Section 6(d) will be of no force or effect with respect regard to which all or a portion of the determination of such sentence is being made, Series R Preferred Stock referenced in the 4.99% Waiver Notice but shall exclude in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series R Preferred Stock be converted if the number of shares of Common Stock which would to be issuable upon (A) conversion issued pursuant to such conversion, when aggregated with all other shares of the remaining, nonconverted Preferred Shares beneficially Common Stock owned by the Holder at such time, would result in the Holder or any of the other Attribution Parties and beneficially owning (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 ActAct and the rules thereunder) in excess of 9.99% of the then-issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series R Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of hereof, in determining the number of outstanding shares of Common Stock a Holder may acquire upon Stock, the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of any Holdera holder of Series R Preferred Stock, the Company shall within two three (23) Business Days confirm orally and in writing or by electronic mail to such Holder 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 such the Series R Preferred Shares Stock, by such the Holder and any other Attribution Party, its Affiliates (as defined under the Securities Act) since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (was reported, that in any event are convertible or exercisable, as determined under Section 13(d) the case may be, into shares of the 1934 Act), the number Company’s Common Stock within 60 days’ of shares so issued by which such Holder’s calculation and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall that are not have the power subject to vote a limitation on conversion or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice exercise analogous to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i6(d) to the extent necessary to correct this paragraph (or any portion of this paragraphhereof) which that may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Notwithstanding anything to the contrary contained in this Certificate of Designation, the shares of Series A Preferred Stock held by a Holder shall not be convertible by such Holder, and the Company shall not effect the any conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never madeHolder, to the extent (but only to the extent) that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversionStock. For purposes of To the foregoing sentenceextent the above limitation applies, the aggregate number determination of shares of Common Stock beneficially owned by such Holder and whether the other Attribution Parties shall include the number of shares of Common Stock Preferred Shares held by such Holder and all shall be convertible (vis-à-vis other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being madeconvertible, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially exercisable or exchangeable securities owned by such Holder or any of the other Attribution Parties its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (B) exercise or conversion of the unexercised or nonconverted portion of any other as among all such securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party and its affiliates) shall, subject to a limitation such Maximum Percentage limitation, be determined on conversion or exercise analogous the basis of the first submission to the limitation contained in Company for conversion, exercise or exchange (as the case may be). No prior inability of a Holder to convert shares of Series A Preferred Stock, or of the Company to issue shares of Common Stock to such Holder, pursuant to this Section 4(d)(i4(e) shall have any effect on the applicability of the provisions of this Section 4(e) with respect to any subsequent determination of convertibility or issuance (as the case may be). For purposes of this Section 4(d)(i4(e), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined in accordance with Section 13(d) of the 1934 ActAct and the rules and regulations promulgated thereunder. For purposes The provisions of determining this Section 4(e) shall be implemented in a manner otherwise than in strict conformity with the number terms of outstanding shares this Section 4(e) to correct this Section 4(e) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this Section 4(e) shall apply to a successor holder of Preferred Shares. The holders of Common Stock a Holder may acquire upon the conversion shall be third party beneficiaries of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (xthis Section 4(e) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by and the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to may not waive this Section 4(d)(i4(e), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any a Holder, the Company shall within two (2) Business Days confirm orally and in writing or by electronic mail to such Holder the number of shares of Common Stock then outstanding. In , including by virtue of any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Certificate of Designations or securities issued pursuant to the Company, including such Preferred Shares by such Holder and any other Attribution Party, since the date as of which the Reported Outstanding Share Number was reportedExchange Agreements. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a By written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to such Holder and the other Attribution Parties sending such notice and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant Notwithstanding anything to the terms and conditions of contrary set forth in this Certificate of Designations and any such conversion shall be null and void and treated as if never madeDesignation, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) at no time may all or a portion of the shares of Common Series A Preferred Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include be converted if the number of shares of Common Stock held by to be issued pursuant to such Holder and conversion would exceed, when aggregated with all other Attribution Parties plus shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(e) with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Shares Shares, this Section 4(e) will be of no force or effect with respect regard to which all or a portion of the determination of such sentence is being made, Series A Preferred Stock referenced in the 4.99% Waiver Notice but shall exclude in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Preferred Shares be converted if the number of shares of Common Stock which would to be issuable upon (A) conversion issued pursuant to such conversion, when aggregated with all other shares of the remaining, nonconverted Preferred Shares beneficially Common Stock owned by the Holder at such time, would result in the Holder or any of the other Attribution Parties and beneficially owning (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 ActAct and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”)). By written notice to the Company, a holder of Preferred Shares may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of hereof, in determining the number of outstanding shares of Common Stock a Holder may acquire upon Stock, the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of any Holdera holder of Preferred Shares, the Company shall within two three (23) Business Days confirm orally and in writing or by electronic mail to such Holder 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 such the Preferred Shares Shares, by such the Holder and any other Attribution Party, its Affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (was reported, which in any event are convertible or exercisable, as determined under Section 13(d) the case may be, into shares of the 1934 Act), the number Company’s Common Stock within 60 days’ of shares so issued by such calculation and which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall are not have the power subject to vote a limitation on conversion or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice exercise analogous to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i4(e) to the extent necessary to correct this paragraph (or any portion of this paragraphhereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall will not effect the conversion and will have no obligation to effect any exercise of any of the Preferred Shares held by a Holderthis Warrant, and such the Holder shall not will have the no right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions portion of this Certificate of Designations and any such conversion shall be null and void and treated as if never madeNote, to the extent that after giving effect to such conversion, the beneficial owner of such Holder shares (together with the other Attribution Parties collectively such person’s affiliates) would beneficially own in excess have acquired, through exercise of this Warrant or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds [4.99% / 9.99%] (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder a person and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion exercise of the Preferred Shares this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion exercise of the remaining, nonconverted Preferred Shares non-exercised portion of this Warrant beneficially owned by such Holder person or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrantsthe Notes) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such person or any of its affiliates. Except as set forth in this Section 4(d)(i). For the preceding sentence, for purposes of this Section 4(d)(i)6, beneficial ownership shall will be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock Stock, a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of outstanding Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 108-K, Quarterly Report on Form 10-Q, Current Report on Form 810-QSB, Form 10-K or other public filing with the SEC, Form 10-KSB as the case may be, (y2) a more recent public announcement by the Company Company, or (z3) any other written notice by the Company or the Transfer Agent, if any, its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of any Holder, the Company shall within two (2) Business Days will promptly, but in no event later than 2 business days following the receipt of such notice, confirm orally and in writing or by electronic mail to any such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall will be determined after giving effect to the conversion or exercise conversions of securities of the Company, including such Preferred Shares preferred shares by such Holder and any other Attribution Party, its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding Common Stock was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a By written notice to the Company, any the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of [4.99% / 9.99% as %] specified in such notice; provided that , but (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to such the Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall Issuer will not effect the and will have no obligation to effect any conversion of any of the Preferred Shares held by a Holderthis Note, and such the Holder shall not will have the no right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions portion of this Certificate of Designations and any such conversion shall be null and void and treated as if never madeNote, to the extent that after giving effect to such conversion, the beneficial owner of such Holder shares (together with the other Attribution Parties collectively such person’s affiliates) would beneficially own in excess have acquired, through conversion of 4.99this Note or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder a person and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares portion of this Note beneficially owned by such Holder person or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company Issuer (including, without limitation, any convertible notes, convertible preferred stock or warrantsWarrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such person or any of its affiliates. Except as set forth in this Section 4(d)(i). For the preceding sentence, for purposes of this Section 4(d)(i)3.5, beneficial ownership shall will be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of this Section 3.5, in determining the number of outstanding shares of Common Stock Stock, a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of outstanding Common Stock as reflected in (x1) the CompanyIssuer’s most recent Annual Report on Form 108-K, Quarterly Report on Form 10-Q, Current Report on Form 810-QSB, Form 10-K or other public filing with the SEC, Form 10-KSB as the case may be, (y2) a more recent public announcement by the Company Issuer, or (z3) any other written notice by the Company Issuer or the Transfer Agent, if any, its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon Upon the written or oral request of any Holder, Issuer will promptly, but in no event later than 2 business days following the Company shall within two (2) Business Days receipt of such notice, confirm orally and in writing or by electronic mail to any such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall will be determined after giving effect to the conversion or exercise conversions of securities of the Company, including such Preferred Shares by such Holder and any other Attribution Party, its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding Common Stock was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a By written notice to Issuer, the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that , but (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Issuer, and (ii) any such increase or decrease will apply only to such the Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall not effect Notwithstanding anything to the conversion contrary contained in this Certificate of any of Designations, the Preferred Shares held by a Holder shall not be convertible by such Holder, and such Holder the Company shall not have the right to convert effect any conversion of the any Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never madeHolder, to the extent (but only to the extent) that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversionStock. For purposes of To the foregoing sentenceextent the above limitation applies, the aggregate number determination of shares of Common Stock beneficially owned by such Holder and whether the other Attribution Parties shall include the number of shares of Common Stock Preferred Shares held by such Holder and all shall be convertible (vis-à-vis other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being madeconvertible, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially exercisable or exchangeable securities owned by such Holder or any of the other Attribution Parties its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (B) exercise or conversion of the unexercised or nonconverted portion of any other as among all such securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party and its affiliates) shall, subject to a limitation such Maximum Percentage limitation, be determined on conversion or exercise analogous the basis of the first submission to the limitation contained in Company for conversion, exercise or exchange (as the case may be). No prior inability of a Holder to convert Preferred Shares, or of the Company to issue shares of Common Stock to such Holder, pursuant to this Section 4(d)(i4(c) shall have any effect on the applicability of the provisions of this Section 4(c) with respect to any subsequent determination of convertibility or issuance (as the case may be). For purposes of this Section 4(d)(i4(c), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined in accordance with Section 13(d) of the 1934 ActAct and the rules and regulations promulgated thereunder. The provisions of this Section 4(c) shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 4(c) to correct this Section 4(c) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this Section 4(c) shall apply to a successor holder of Preferred Shares. The holders of Common Stock shall be third party beneficiaries of this Section 4(c) and the Company may not waive this Section 4(c). For any reason at any time, upon the written or oral request of a Holder, the Company shall within two (2) Business Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Certificate of Designations. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to such Holder sending such notice and not to any other Holder. For purposes of hereof, in determining the number of outstanding shares of Common Stock a Holder may acquire upon Stock, the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company Company, or (z3) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of any Holdera holder of Preferred Shares, the Company shall within two three (23) Business Days confirm orally and in writing or by electronic mail to such Holder 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 such the Preferred Shares Shares, by such the Holder and any other Attribution Party, its Affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (was reported, that in any event are convertible or exercisable, as determined under Section 13(d) the case may be, into shares of the 1934 Act), Company’s Common Stock within 60 days’ of such calculation and that are not subject to a limitation on conversion or exercise analogous to the number limitation contained herein. The determination of whether the conversion of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”of Preferred Stock into Common Stock is permitted under this Section 4(c) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Record Holder of its such shares of Preferred Stock in such Record Holder’s sole discretion, and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery submission of a written notice Conversion Notice shall be conclusively deemed to constitute such Record Holder’s determination that the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery conversion of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Preferred Stock issuable to a Holder pursuant to the terms of identified in such Conversion Notice is permitted under this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility4(c). The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity accordance with Section 13(d) of the terms of this Section 4(d)(i) to 1934 Act and the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived rules and shall apply to a successor holder of such Preferred Sharesregulations promulgated thereunder.

Limitation on Beneficial Ownership. (i) The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant Notwithstanding anything to the terms and conditions of contrary set forth in this Certificate of Designations and any such conversion shall be null and void and treated as if never madeDesignation, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) at no time may all or a portion of the shares of Common Series B Preferred Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include be converted if the number of shares of Common Stock held by to be issued pursuant to such Holder and conversion would exceed, when aggregated with all other Attribution Parties plus shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4f. with regard to any or all shares of Common Stock issuable upon conversion of the Series B Preferred Shares Stock Series B Preferred Stock, this Section 4f. will be of no force or effect with respect regard to which all or a portion of the determination of such sentence is being made, Series B Preferred Stock referenced in the 4.99% Waiver Notice but shall exclude in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series B Preferred Stock be converted if the number of shares of Common Stock which would to be issuable upon (A) conversion issued pursuant to such conversion, when aggregated with all other shares of the remaining, nonconverted Preferred Shares beneficially Common Stock owned by the Holder at such time, would result in the Holder or any of the other Attribution Parties and beneficially owning (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i). For purposes of this Section 4(d)(i), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 ActAct and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series B Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of hereof, in determining the number of outstanding shares of Common Stock a Holder may acquire upon Stock, the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent, if any, its stock transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Noticeoutstanding. For any reason at any time, upon the written or oral request of any Holdera holder of Series B Preferred Stock, the Company shall within two three (23) Business Days business days confirm orally and in writing or by electronic mail to such Holder 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 such the Series B Preferred Shares Stock, by such the Holder and any other Attribution Party, its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (was reported, which in any event are convertible or exercisable, as determined under Section 13(d) the case may be, into shares of the 1934 Act), the number Company’s Common Stock within 60 days’ of shares so issued by such calculation and which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall are not have the power subject to vote a limitation on conversion or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice exercise analogous to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary 4f. to correct this paragraph (or any portion of this paragraphhereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

Limitation on Beneficial Ownership. (i) The Company shall not effect Notwithstanding anything to the conversion of any of contrary contained herein, the Series 1 Preferred Shares held by a Holder shall not be convertible by such Holder, and such Holder the Company shall not have the right give effect to convert any conversion of the any Series 1 Preferred Shares held by such Holder, unless and until 61 days’ prior notice is given by the Holder pursuant to the terms and conditions of this Certificate of Designations and any for such conversion shall be null and void and treated (a “Notice”). Notwithstanding the foregoing, a Holder may not provide Notice in any manner if, as if never made, to a result of the extent that after giving effect to such conversionconversion of one or more Series 1 Preferred Shares, such Holder together or any person acting jointly or in concert (as such term is defined in National Instrument 62-104 Take-Over Bids and Issuer Bids (“Ni 62-104”)) with the other Attribution Parties collectively such Holder would beneficially own own, or exercise direction or control over, in excess of 4.999.99% (the “Maximum Percentage”) of the shares of issued and outstanding Common Stock outstanding immediately after giving effect to Shares, and for such conversioncalculation, all Common Shares held by the Holder and persons acting jointly or in concert with the Holder shall be aggregated. For purposes of To the foregoing sentenceextent the above limitation applies, the aggregate number determination of shares of Common Stock beneficially owned by such Holder and whether the other Attribution Parties shall include the number of shares of Common Stock Series 1 Preferred Shares held by such Holder and all shall be convertible (vis-à-vis other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being madeconvertible, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially exercisable or exchangeable securities owned or controlled by such Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned or controlled by such Holder and its affiliates) shall, subject to such Maximum Percentage limitation, be determined on the other Attribution Parties and (B) basis of the first submission to the Company for conversion, exercise or conversion exchange (as the case may be). No prior inability of the unexercised a Holder to convert Series 1 Preferred Shares, or nonconverted portion of any other securities of the Company (includingto issue Common Shares to such Holder, without limitation, any convertible notes, convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject pursuant to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d)(i3(e) shall have any effect on the applicability of the provisions of this Section 3(e) with respect to any subsequent determination of convertibility or issuance (as the case may be). For purposes of this Section 4(d)(i3(e), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined in accordance with applicable Securities Law, including for greater certainty NI 62-104. The provisions of this Section 13(d3(e) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock shall be implemented in a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected manner otherwise than in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing strict conformity with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number terms of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d)(i), 3(e) to exceed correct this Section 3(e) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock Percentage beneficial ownership limitation herein contained or to be purchased pursuant make changes or supplements necessary or desirable to properly give effect to such Conversion NoticeMaximum Percentage limitation. The limitations contained in this Section 3(e) shall apply to a successor holder of Series 1 Preferred Shares. For any reason at any time, upon the written or oral request of any a Holder, the Company shall within two one (21) Business Days Day confirm orally and in writing or by electronic mail to such Holder the number of shares of Common Stock Shares then outstanding. In , including by virtue of any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the prior conversion or exercise of convertible or exercisable securities of the Companyinto Common Shares, including such Preferred Shares by such Holder and any other Attribution Partyincluding, since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock without limitation, pursuant to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so these terms or securities issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. For the avoidance of doubt, the determination of whether an issuance would result in the creation of Excess Shares shall be based upon the determination made by the Holder of its and its Attribution Parties’ beneficial ownership based on the Reported Outstanding Share Number provided by the Company. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 Holder and the other Attribution Parties and not to any other Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Sharesother Transaction Documents.