Common use of Limitations on Conversions Clause in Contracts

Limitations on Conversions. The Company shall not effect the conversion of any portion of this Debenture, and the Holder shall not have the right to a conversion of any portion of this Debenture pursuant to the terms and conditions of this Debenture 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the 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 debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this Debenture.

Limitations on Conversions. (a) The Company shall not effect the conversion of any portion Conversion of this DebentureNote, and the Holder of this Note shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3(a), to the extent that after giving effect to such conversionConversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion Conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion Conversion of the remaining, nonconverted non-converted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted non-converted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares other Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d), 5 beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the The number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 shares of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this DebentureNotes.

Limitations on Conversions. The Company shall not effect the conversion of any portion conversions of this Debenture, Note and the Holder shall not have the right to a conversion of convert any portion of this Debenture pursuant to the terms and conditions Note or receive shares of this Debenture and any such conversion shall be null and void and treated Common Stock as if never made, payment of interest hereunder to the extent that after giving effect to such conversionconversion or receipt of such Interest payment, the Holder Holder, together with the other Attribution Parties collectively any affiliate thereof, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the 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 debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act. For purposes ”), and the rules promulgated thereunder) in excess of determining 4.99% of the number of shares of Common Stock outstanding Common Shares immediately after giving effect to such conversion or receipt of shares as payment of Interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may acquire upon hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of this shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without exceeding regard to any other shares which may be beneficially owned by the Maximum PercentageHolder or an affiliate thereof, the Holder may rely on shall have the number authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of outstanding Common Shares as reflected in (x) which portion of 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 principal amount of this Note is convertible shall be the SEC, as responsibility and obligation of 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 Common Shares outstanding (the “Reported Outstanding Share Number”)Holder. If the actual number Holder has delivered a Conversion Notice for a principal amount of outstanding Common Shares is less than this Note that, without regard to any other shares that the Reported Outstanding Share Number on Holder or its affiliates may beneficially own, would result in the Automatic Conversion Date and issuance in excess of the Conversion Settlement Datepermitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in writing accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the number permitted amount hereunder shall remain outstanding under this Note. The provisions of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), may be waived by a Holder (but only as to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties itself and not to any other holder of Debentures that is Holder) upon not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant less than sixty-five (65) days’ prior notice to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 ActCompany. No prior inability to convert this Debenture 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 Other Holders shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary to correct this paragraph (or unaffected by any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(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 this Debenturewaiver.

Limitations on Conversions. The Company shall not effect the any conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3(a), to the extent that after giving effect to such conversionconversion (including any Make-Whole Premium), the Holder (together with the other Attribution Parties collectively Holder's affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”"CONVERSION LIMITATION") of the number of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of Common Shares which would be issuable upon (Ai) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (Bii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares Additional Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of this Section 3(d), in determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageShares, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s 's most recent Annual Report on Form 1020-KF, Quarterly Report on Form 10-Q, Current Report on Form 86-K or other public filing with the SEC, as the case may be, SEC or any Canadian regulatory authority (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionoutstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the such number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. Upon delivery of a By written notice to the Company, 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 Conversion Limitation to any other percentage as not in excess of 9.99% specified in such notice; provided that (iA) 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 (iiB) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of Notes. Notwithstanding the Holder. For purposes of clarityforegoing, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage Conversion Limitation shall not be deemed applicable (1) on any of the ten Trading Days up to be beneficially owned by and including the Holder for any purpose including for purposes of Section 13(d) ofMaturity Date, or Rule 16a-1(a)(1(2) under, the 1934 Act. No prior inability to convert this Debenture pursuant to this paragraph shall have or any effect on the applicability of the provisions of this paragraph with respect ten Trading Days up 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 including the terms of this Section 3(dEffective Date or (3) to during 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 3(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 this DebentureFundamental Change Conversion/Repurchase Period.

Limitations on Conversions. The (i) Notwithstanding anything in this Note to the contrary (except as set forth below in this subsection with regard to Mandatory Conversions), the Company shall not effect the any conversion of any portion of this DebentureNote, and the Holder of this Note shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3, to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion; provided, however, that this provision shall not be deemed to apply a 4.99% Maximum Percentage to restrict or limit the Company’s right to require and effect Mandatory Conversion under Section 3(d) of this Note. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A1) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B2) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares Other Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d3(g)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes Securities Exchange Act of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 SEC1934, 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 Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionamended. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, 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 to any other percentage as not in excess of 9.99% specified in such notice; provided that (iA) 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 (iiB) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the HolderNotes. For purposes of clarity, the Common Shares issuable pursuant Notwithstanding anything in this Note to the terms of this Debenture in excess of contrary, the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 Mandatory Conversion under Section 3(d) of this Note shall be 9.99% and not subject to decrease by the Holder (“Mandatory Conversion Maximum Percentage”); provided, however, that in the event the Mandatory Conversion Maximum Percentage is applied to limit the amount of any Mandatory Conversion, then (x) the unconverted portion of the Note shall cease to accrue or accrete interest beyond the then-Accreted Value of that portion of the Note as of the date such portion would have otherwise been converted but for the application of the Mandatory Conversion Maximum Percentage, (y) any right or remedy (including Late Charges) that the Holder may have hereunder with respect to an Event of Default (including any payment default, whether before, at, or after the Maturity Date) with respect to the extent necessary to correct this paragraph unconverted portion is stayed, and (z) and as soon as Holder’s beneficial ownership percentage declines (whether because more stock is issued or any because Holder sells shares of Company common stock or other securities), the remaining portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained note will automatically convert up to the 9.99% Mandatory Conversion Maximum Percentage. Notwithstanding the foregoing, the limitations in this Section 3(d3(g)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained shall not apply if, as of the Subscription Date, the Holder beneficially owned in this paragraph may not be waived and shall apply to a successor holder excess of this Debenture9.99% of the Company’s outstanding shares of Common Stock.

Limitations on Conversions. The Company Borrower shall not effect the any conversion of any portion of this Debenturea Note, and the Holder of a Note shall not have the right to a conversion of convert any portion of this Debenture any Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madea Note, to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s Affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion of this Debenture any Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture such Note beneficially owned by the Holder or any of the other Attribution Parties its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Borrower (including, without limitation, any convertible debentures or convertible preferred shares Other Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 3(d)(i), in determining the number of outstanding shares of Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (x) the CompanyBorrower’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 Borrower or (z) any other written notice by the Company Borrower or the Transfer Agent, if any, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company Borrower shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyBorrower, including this Debentureany Note, by the Holder and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the CompanyBorrower, 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 to any other percentage as not in excess of 9.99% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st61 st ) day after such notice is delivered to the Company Borrower, and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilityNotes. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) 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 3(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 this Debenture.

Limitations on Conversions. The Company shall not effect the any conversion of any portion of this DebentureNote, and the Holder of this Note shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3(a), to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder's affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”"MAXIMUM PERCENTAGE") of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company beneficially owned by the Holder or any of its affiliates (including, without limitation, any convertible debentures or convertible preferred shares Other Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d3(d)(i), 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 3(d)(i), in determining the number of outstanding shares of Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 10-KSB, Form 10-K, Quarterly Report on Form 10-QQSB, Current Report on Form 10-Q or Form 8-K or other public filing with the SECK, as the case may be, 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, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, 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 to any other percentage as not in excess of 9.99% 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this DebentureNotes.

Limitations on Conversions. The Notwithstanding anything to the contrary contained in this Series 2 Debenture, this Series 2 Debenture shall not be convertible by the Holder hereof, and the Company shall not knowingly effect the any conversion of this Series 2 Debenture or otherwise issue any portion shares of this DebentureCommon Stock (including, and the Holder shall not have the right to a conversion of any portion of this Debenture without limitation, Interest Shares pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 2 hereof), to the extent (but only to the extent) that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively or any of its affiliates would beneficially own in excess of 4.999.9% (the “Maximum Percentage”) of the outstanding Common Shares outstanding immediately after giving effect to such conversionStock. For purposes of To the foregoing sentenceextent the above limitation applies, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being madewhether this Series 2 Debenture shall be convertible (vis-à-vis other convertible, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the other Attribution Parties Holder and (Bits affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or conversion exchange (as the case may be). No prior inability to convert this Series 2 Debenture, or to issue shares of the unexercised or nonconverted portion of any other securities of the Company Common Stock (including, without limitation, Interest Shares), pursuant to this paragraph shall have any convertible debentures or convertible preferred shares or warrants) beneficially owned by effect on the Holder or applicability of the provisions of this paragraph with respect to any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d)subsequent determination of convertibility. For purposes of this Section 3(d)paragraph, 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 Act. For purposes Securities Exchange Act of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 SEC1934, 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 Common Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”)) and the rules and regulations promulgated thereunder. If The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the actual number terms of this paragraph to correct this paragraph (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 paragraph shall apply to a successor Holder of this Series 2 Debenture. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders of a majority of its outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In , including by virtue of any case, the number of outstanding Common Shares shall be determined after giving effect to the prior conversion or exercise of convertible or exercisable securities of the Companyinto Common Stock, including including, without limitation, pursuant to this Series 2 Debenture, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the connection with a proposed issuance of shares of Common Shares to Stock under the Holder Series 2 Debentures, upon conversion the written request of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from shall promptly confirm the number of shares of Common Stock that it and its affiliates beneficially own at that 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this Debentureconvertible securities).

Limitations on Conversions. The Notwithstanding anything to the contrary set forth in this Note, at no time may the Company shall not effect issue to the conversion Holder shares of any portion Common Stock if the number of this Debentureshares of Common Stock to be issued pursuant to such issuance would exceed, when aggregated with all other shares of Common Stock beneficially owned by the Holder at such time (as determined in accordance with Section 13(d) of the 1934 Act (as defined in the Securities Purchase Agreement) and the Holder shall not have rules thereunder, including without limitation, shares of Common Stock that would be aggregated with the right to Holder’s beneficial ownership for purpose of determining a conversion group under Section 13(d) of any portion of this Debenture pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion1934 Act), the number of shares of Common Stock that would result in the Holder together beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder, including without limitation, shares of Common Stock that would be aggregated with the other Attribution Parties collectively would beneficially own in excess Holder’s beneficial ownership for purpose of 4.99determining a group under Section 13(d) of the 0000 Xxx) more than 4.9% (the “Maximum Percentage”) of the Common Shares then issued and outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number shares of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the 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 debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous Stock. By written notice to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageCompany, the Holder may rely on from time to time increase or decrease the number Maximum Percentage to any other percentage not in excess of outstanding Common Shares as reflected 9.9% specified in such notice; provided that (xi) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K and (ii) any such increase or decrease will apply only to the Holder and not to any other public filing holder of the Notes. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the SEC, as terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the case may be, (y) a more recent public announcement by the Company intended Maximum Percentage beneficial ownership limitation herein contained or (z) any other written notice by the Company to make changes or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, supplements necessary or desirable to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant properly give effect to such automatic conversionMaximum Percentage limitation. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In , including by virtue of any case, the number of outstanding Common Shares shall be determined after giving effect to the prior conversion or exercise of convertible or exercisable securities of the Companyinto Common Stock, including this Debentureincluding, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially ownwithout limitation, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this DebentureNote.

Limitations on Conversions. The Company shall not effect the conversion of any portion conversions of this Debenture, Note and the Holder shall not have the right to a conversion of convert any portion of this Debenture pursuant to the terms and conditions Note or receive shares of this Debenture and any such conversion shall be null and void and treated Common Stock as if never madepayment of interest hereunder, to the extent that after giving effect to such conversion, receipt of such Interest payment, the Holder Holder, together with the other Attribution Parties collectively any affiliate thereof, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the 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 debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act. For purposes ”), and the rules promulgated thereunder) in excess of determining 4.99% of the number of shares of Common Stock outstanding Common Shares immediately after giving effect to such conversion or receipt of shares as payment of Interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may acquire upon hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of this shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without exceeding regard to any other shares which may be beneficially owned by the Maximum PercentageHolder or an affiliate thereof, the Holder may rely on shall have the number authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of outstanding Common Shares as reflected in (x) which portion of 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 principal amount of this Note is convertible shall be the SEC, as responsibility and obligation of 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 Common Shares outstanding (the “Reported Outstanding Share Number”)Holder. If the actual number Holder has delivered a Conversion Notice for a principal amount of outstanding Common Shares is less than this Note that, without regard to any other shares that the Reported Outstanding Share Number on Holder or its affiliates may beneficially own, would result in the Automatic Conversion Date and issuance in excess of the Conversion Settlement Datepermitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in writing accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the number permitted amount hereunder shall remain outstanding under this Note. The provisions of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), may be waived by a Holder (but only as to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties itself and not to any other holder Holder) upon not less than sixty-five (65) days’ prior notice to the Company. Other Holders shall be unaffected by any such waiver. A written certification of Debentures that is not an Attribution Party number of shares beneficially owned by Holder delivered to the Company with any Conversion request shall be conclusive evidence of Holder’s ownership at the time of such request, and the Company shall rely upon same for the determination of the Holder. For purposes of claritylimitations contained herein, and upon such receipt, the Common Shares issuable Company shall immediately process the requested Conversion pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this Debentureherein.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this Debenture, and the Holder shall not have the right to a conversion of any portion of this Debenture pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never made, to the extent parties recognize that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Conversion Shares held by could exceed 20% of the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being madeCompany's outstanding stock, but shall exclude Common Shares which would be issuable upon (A) possibly making full conversion of the remaining, nonconverted portion Preferred Shares a violation of this Debenture beneficially owned by the Holder or any Section 713 of the other Attribution Parties American Stock Exchange Company Guide. The Buyer agrees (on behalf of itself and (Bany assignees) exercise or conversion of the unexercised or nonconverted portion of that it will not convert any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Preferred Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances conversion would otherwise cause the Holder’s beneficial ownership, as determined pursuant violate Section 713. Any notice(s) of conversion of Preferred Shares purporting to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of convert into a reduced number of Common Shares in excess of the amount permitted under Section 713 (the Notice(s)") shall be deemed to be issued pursuant applicable to only that number of Preferred Shares which can be converted without such automatic conversiona violation. For any reason at any time, upon the written or oral request The balance of the HolderPreferred Shares covered by the Notice(s) shall only be converted at such time as that conversion would not cause a violation of Section 713. Unless within thirty (30) days of the receipt of the Notice (or such other time period as may be agreed by the Buyer) the Company has formulated a reasonable approach to permit the conversion (a "Conversion Plan") of the excess Preferred Shares covered by the Notice (the "Unconverted Preferred Shares") within six months from the receipt of the Notice, the Company shall within one redeem any Unconverted Preferred Shares not covered by such Conversion Plan in exchange for the fair market value (1) Business Day confirm orally and in writing or by electronic mail to at the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities time of the Company, including this Debenture, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(dredemption) of the 1934 Actcommon stock into which such shares would have been convertible at the time of the relevant Notice (a "Redemption"). If the Company does formulate a Conversion Plan, then the number Company shall nonetheless undertake a Redemption of shares so issued by which any remaining Unconverted Preferred Shares at the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery earlier of such notice) or decrease the Maximum Percentage to any other percentage time as specified in such notice; provided that (i) any such increase in six months have elapsed since the Maximum Percentage will not be effective until receipt of the sixty-first (61st) day after such notice is delivered to the Company and Notice; or (ii) the Company shall have ceased to pursue the original Conversion Plan or any such increase or decrease will apply only to replacement Conversion Plan formulated promptly after the Holder and the other Attribution Parties and not prior Conversion Plan was abandoned. The foregoing provisions shall also be applicable to any other holder of Debentures that is not an Attribution Party mandatory conversion of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this DebenturePreferred Shares.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the 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 debentures notes or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 1020-KF, Quarterly Report on Form 10-Q, or Current Report on Form 86-K 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 Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued purchased pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Common Shares to the Holder upon conversion of this Debenture Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 Act. No prior inability to convert this Debenture Note 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 3(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 3(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 this DebentureNote.

Limitations on Conversions. The From and after an Effective Registration and other than in connection with a Fundamental Transaction, the Company shall not effect the any conversion of any portion of this DebentureNote, and the Holder of this Note shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3(a), to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of shares of Class A Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares Additional Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d), 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 3(d), in determining the number of outstanding shares of Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-KSB, Form 10-K, Quarterly Report on Form 10-QQSB, Current Report on Form 10-Q or Form 8-K or other public filing with the SECK, 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, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, 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 to any other percentage as not in excess of 9.99% 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the HolderNotes. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture Notwithstanding anything in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with contrary, it is agreed and understood that the intended beneficial ownership limitation on conversions contained in this Section 3(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained shall in this paragraph may not be waived no way limit any of the Company’s rights under Sections 8(a) and shall apply to a successor holder 8(c) of this DebentureNote.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties (as defined below) shall include the number of shares of Common Shares Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the 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 debentures notes or convertible preferred shares stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d1.1(a). For purposes of this Section 3(d1.1(a), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of determining the number of outstanding shares of Common Shares Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Shares 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 Shares Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d1.1(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Shares Stock to be issued purchased pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Shares Stock to the Holder upon conversion of this Debenture Note results in the 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 Shares Stock (as determined under Section 13(d) of the 1934 Exchange Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 Exchange Act. No prior inability to convert this Debenture Note 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 3(d1.1(a) 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 3(d1.1(a) 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 this DebentureNote. For the purpose of this Section 1.1(a), “Attribution Parties” means, collectively, the following Persons and entities: (A) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its affiliates or principals, (B) any direct or indirect affiliates of the Holder or any of the foregoing, (C) any Person acting or who could be deemed to be acting as a “group” (as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder, each, a “Group”) together with the Holder or any of the foregoing and (D) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have have, and irrevocably and unconditionally waives, the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, conversion (i) the Holder together with the other Attribution Parties collectively would beneficially own own, or (ii) the Holder would have beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, Common Shares in excess of 4.999.99% (the “Maximum Percentage”) of the outstanding Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned or beneficially owned, or controlled or directed, as applicable, by the Holder and the other Attribution Parties applicable Person(s) shall include the number of Common Shares held by the Holder and all other Attribution Parties applicable Person(s) plus the number of Common Shares issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable in excess of the Maximum Percentage upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of the other Attribution Parties Note and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, including any convertible debentures notes or convertible preferred shares or warrants, including the Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 ActAct and for purposes of Section 3(d)(ii), beneficial ownership, or control or direction over, shall be determined in accordance with NI 55-104 and NI 62-104, and, in each case, having regard to the Maximum Percentage. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 1020-KF, Quarterly Report of Foreign Issuer on Form 10-Q, Current Report on Form 86-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company Company, or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued purchased pursuant to such automatic conversionConversion Notice (the number of Common Shares by which such conversion is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, return the Conversion Amount related to the Reduction Shares to the Holder. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party applicable Person(s) since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture Note results in the Holder and the other Attribution Parties applicable Person(s) being deemed to beneficially own or beneficially own, or have control or direction over, as applicable, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 ActAct or NI 55-104 and NI 62-104, as applicable), the number of shares Common Shares so issued by which the Holderapplicable Person(s’)’s and the other Attribution Parties’ aggregate beneficial ownership or beneficial ownership, or control or direction over, as applicable exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares and the Holder irrevocably and unconditionally waives its right to vote and to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return the Conversion Amount related to the Excess Shares to the Holder. Upon delivery of a written notice to the Company, the Holder may from time to time decrease or, following any such decrease, increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (ix) 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 (iiy) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party applicable Person(s) of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned or beneficially owned, or controlled or directed, as applicable, by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 ActAct or NI 55-104 and NI 62-104, as applicable. No prior inability to convert this Debenture Note pursuant to this paragraph Section 3(d) shall have any effect on the applicability of the provisions of this paragraph Section 3(d) with respect to any subsequent determination of convertibility. The provisions of this paragraph Section 3(d) shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary to correct this paragraph Section 3(d) (or any portion of this paragraphSection 3(d)) which may be defective or inconsistent with the intended beneficial ownership limitation or beneficial ownership, or control or direction of limitations contained in this Section 3(d) or to make changes or supplements necessary or desirable to properly give effect to such limitationlimitations. The limitation limitations contained in this paragraph Section 3(d) may not be waived and shall apply to a successor holder of this DebentureNote and the Holder affirms the Company’s right to enforce such limitations.

Limitations on Conversions. The Notwithstanding anything to the contrary contained herein, prior to the Company obtaining Shareholder Approval, the Company shall not effect the conversion of any portion of this Debenturethe Notes, and the Holder shall not have the right to a conversion of convert any portion of this Debenture the Notes, pursuant to the terms and conditions of this Debenture the Notes 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, the aggregate amount of shares of Common Stock issued pursuant to (i) the conversion of the Notes; (ii) the exercise of Warrant No. TW-1 issued by the Company to the Holder as of even date herewith, and (iii) the exercise of Warrant No. TW-2 issued by the Company to the Holder as of even date herewith, would exceed 432,283 shares of Common Stock (the “Maximum Amount”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). In addition, at all times, regardless of whether the Company has obtained Shareholder Approval, the Company shall not effect the conversion of any portion of the Notes, and the Holder shall not have the right to conversion any portion of the Notes, pursuant to the terms and conditions of the Notes 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Shares Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Shares Stock issuable upon conversion of this Debenture the Notes with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion remaining balance of this Debenture the Notes beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible debentures notes or convertible preferred shares stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d)10.5. For purposes of this Section 3(d)10.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of the Notes, in determining the number of outstanding shares of Common Shares Stock the Holder may acquire upon the conversion of this the Notes without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Shares 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 Securities and Exchange Commission (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, Agent setting forth the number of shares of Common Shares Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d)10.5, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Conversion Shares to be issued purchased pursuant to such automatic conversionConversion Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenturethe Notes, by the 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 Shares Stock to the Holder upon conversion of this Debenture the Notes results in the 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 Shares Stock (as determined under Section 13(d) of the 1934 Exchange Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms of this Debenture the Notes in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 Exchange Act. No prior inability to convert this Debenture the Notes pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilityexercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) 10.5 to the extent necessary to correct this paragraph (or any portion of this paragraph) paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d) 10.5 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 this Debenture.the Notes

Limitations on Conversions. The Notwithstanding anything to the contrary contained in this Note, this Note shall not be convertible by Holder, and the Company shall not effect the any conversion of this Note or otherwise issue any portion shares of this Debenture, and the Holder shall not have the right to a conversion of any portion of this Debenture Common Stock pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madehereto, to the extent (but only to the extent) that after giving effect to such conversion, the conversion or other share issuance hereunder Holder (together with the other Attribution Parties collectively its affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversionStock. For purposes of To the foregoing sentenceextent the above limitation applies, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being madewhether this Note shall be convertible (vis-à-vis other convertible, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by 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 of the unexercised or nonconverted portion of any other securities of the Company exchange (including, without limitation, any convertible debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture Note, or to issue shares of Common Stock, 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. For purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary paragraph to correct this paragraph (or any portion of this paragraphhereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained in this Section 3(d) or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder Holder of this DebentureNote solely to the extent of such successor Holder and its affiliates beneficial ownership.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.994.999.99% (the “Maximum Percentage”) of the Common Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Common Ordinary Shares issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude Common Ordinary Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the 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 debentures notes or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of determining the number of outstanding Common Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 1020-KF, Quarterly Report of a Foreign Private Issuer on Form 10-Q, Current Report on Form 86-K or other public filing with the SECCommission, 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 Common Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Common Ordinary Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of Common Ordinary Shares then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Ordinary Shares to be issued purchased pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Ordinary Shares then outstanding. In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Common Ordinary Shares to the Holder upon conversion of this Debenture Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Ordinary Shares (as determined under Section 13(d) of the 1934 Exchange Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Common Ordinary Shares issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 Exchange Act. No prior inability to convert this Debenture Note 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 3(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 3(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 this DebentureNote.

Limitations on Conversions. The Company shall not effect the any conversion of any portion of this DebentureNote, and the Holder of this Note shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3(a), to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder's affiliates) would beneficially own in excess of 4.99% (the “"Maximum Percentage”") of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares Other Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d3(d)(i), 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 3(d)(i), in determining the number of outstanding shares of Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 10-KSB, Form 10-K, Quarterly Report on Form 10-QQSB, Current Report on Form 10-Q or Form 8-K or other public filing with the SECK, as the case may be, 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, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, 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 to any other percentage as not in excess of 9.99% 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this DebentureNotes.

Limitations on Conversions. The Company Notwithstanding anything contained elsewhere in this Agreement to the contrary, Borrower shall not effect the any conversion of any portion of this DebentureConversion Obligations, and the Holder Lender shall not have the right to a conversion of convert any portion of this Debenture pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeConversion Obligations, to the extent that after giving effect to such issuance after conversion, the Holder Lender (together with the Lender’s Affiliates, and any other Attribution Parties collectively persons acting as a group together with Lender or any of Lender’s Affiliates), would beneficially own in excess of 4.9919.99% of the outstanding shares of Common Stock (the maximum amount of shares of Common Stock issuable in compliance with the foregoing limitation, the “Maximum PercentageBeneficial Ownership Cap”) of the Common Shares outstanding immediately after giving effect to such conversion). For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder Lender and the other Attribution Parties its Affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion of this Debenture the Conversion Obligations with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Shares which Stock that would be issuable upon (Ai) conversion exercise of the remaining, nonconverted nonexercised portion of this Debenture each of the Warrants beneficially owned by the Holder Lender or any of the other Attribution Parties its Affiliates and (Bii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Borrower (including, without limitation, any convertible debentures other securities of Borrower or convertible preferred its subsidiaries which would entitle the holder thereof to acquire at any time shares or warrantsof Common Stock) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Lender or any of its Affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d)2.6, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. In addition, for purposes of this Section 2.6, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding anything contained elsewhere in this Agreement to the contrary, Borrower shall not effect any conversion of Conversion Obligations, and Lender shall not have the right to convert and Conversion Obligations, to the extent that after giving effect to such issuance after conversion, the cumulative aggregate of all exercises or conversions as a whole under the Convertible Term Note and each of the Warrants, as the case may be, together with the issuance of 702,247 shares of Common Stock pursuant to the Stock Purchase Agreement, would result in the issuance of shares of Common Stock (including, for the avoidance of doubt, any Warrant Shares issued under either of the Warrants and shares of Common Stock under this Agreement) that (i) have, or will have upon issuance, voting power in excess of 19.99% of the voting power of the Common Stock outstanding immediately before the Issuance Date or (ii) represent, or will represent upon issuance, in excess of 19.99% of the number of shares of Common Stock outstanding immediately before the Issuance Date (the maximum amount of shares of Common Stock issuable in compliance with the foregoing limitations (i) and (ii), the “Total Issuance Cap”). The term “Cap” as used herein refers to either the Beneficial Ownership Cap or the Total Issuance Cap, whichever may be applicable. To the extent that any limitation contained in this Section 2.6 applies, the determination of whether the Conversion Obligations are convertible (in relation to other securities owned by Lender together with any Affiliates) and of which portion of the Conversion Obligations is convertible shall be in the sole discretion of Lender, and the conversion of Conversion Obligations shall be deemed to be Lender’s determination of whether Conversion Obligations are convertible (in relation to other securities owned by Lender together with any Affiliates) and of which portion of Conversion Obligations is convertible. For purposes of this Section 2.6, in determining the number of outstanding shares of Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageStock, the Holder Lender may rely on the number of outstanding shares of Common Shares Stock as reflected in (xi) the CompanyBorrower’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 SECUnited States Securities and Exchange Commission, as the case may be, (yii) a more recent public announcement by the Company Borrower or (ziii) any other written a more recent notice by the Company Borrower or the Borrower’s Transfer Agent, if any, Agent to Lender setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares Stock then outstanding. In Upon the request of Lender, Borrower shall promptly, and in any caseevent within one Trading Day of such request, confirm to Lender the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the 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 shares of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this DebentureStock then outstanding.

Limitations on Conversions. The Company (i) Except in a Required Conversion at Maturity, in no event shall not effect the conversion a holder of any portion shares of this Debenture, and the Holder shall not have the right Series H Preferred Stock be entitled to a conversion receive shares of any portion of this Debenture pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never made, Common Stock to the extent that after giving effect to such conversion, the Holder together with sum of (a) the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder holder and the other Attribution Parties shall include the number its affiliates (exclusive of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion unconverted portion of the remaining, nonconverted portion shares of this Debenture beneficially owned by the Holder Series H Preferred Stock or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party Corporation subject to a limitation on conversion or exercise analogous to the limitation limitations contained herein) and (b) the number of shares of Common Stock issuable upon the conversion of the shares of Series H Preferred Stock with respect to which the determination of this subparagraph is being made, would result in this Section 3(d)beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of this Section 3(d)subparagraph, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the 1934 Act. For purposes Securities Exchange Act of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 SEC1934, as the case may beamended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (yi) 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 Common Shares outstanding (the “Reported Outstanding Share Number”)above. If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares The Corporation shall be determined after giving effect entitled to the conversion or exercise of securities of the Companyrely, including this Debenture, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 initiofully protected in relying, and on any statement or representation made by a holder of Series H Preferred Stock to the Holder shall not have Corporation in connection with a particular conversion without any obligation on the power part of the Corporation to vote make any inquiry or investigation or to examine its records or the records of any transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, agent for the Common Shares issuable pursuant to the terms of Stock. The restriction contained in this Debenture in excess of the Maximum Percentage Paragraph C shall not be deemed to be beneficially owned by altered, amended, deleted or changed in any manner whatsoever unless the Holder for any purpose including for purposes holders of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture pursuant to this paragraph shall have any effect on the applicability a majority of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed Common Stock and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(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 3(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 each holder of this DebentureSeries H Preferred Stock shall approve such alteration, amendment, deletion or change.

Limitations on Conversions. The Notwithstanding anything to the contrary contained in this Series 1 Debenture, this Series 1 Debenture shall not be convertible by the Holder hereof, and the Company shall not knowingly effect the any conversion of this Series 1 Debenture or otherwise issue any portion shares of this DebentureCommon Stock (including, and the Holder shall not have the right to a conversion of any portion of this Debenture without limitation, Interest Shares pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 2 hereof), to the extent (but only to the extent) that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively or any of its affiliates would beneficially own in excess of 4.999.9% (the “Maximum Percentage”) of the outstanding Common Shares outstanding immediately after giving effect to such conversionStock. For purposes of To the foregoing sentenceextent the above limitation applies, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being madewhether this Series 1 Debenture shall be convertible (vis-à-vis other convertible, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the other Attribution Parties Holder and (Bits affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or conversion exchange (as the case may be). No prior inability to convert this Series 1 Debenture, or to issue shares of the unexercised or nonconverted portion of any other securities of the Company Common Stock (including, without limitation, Interest Shares), pursuant to this paragraph shall have any convertible debentures or convertible preferred shares or warrants) beneficially owned by effect on the Holder or applicability of the provisions of this paragraph with respect to any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d)subsequent determination of convertibility. For purposes of this Section 3(d)paragraph, 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 Act. For purposes Securities Exchange Act of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares 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 SEC1934, 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 Common Shares outstanding amended (the “Reported Outstanding Share Number1934 Act”)) and the rules and regulations promulgated thereunder. If The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the actual number terms of this paragraph to correct this paragraph (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 paragraph shall apply to a successor Holder of this Series 1 Debenture. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders of a majority of its outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In , including by virtue of any case, the number of outstanding Common Shares shall be determined after giving effect to the prior conversion or exercise of convertible or exercisable securities of the Companyinto Common Stock, including including, without limitation, pursuant to this Series 1 Debenture, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the connection with a proposed issuance of shares of Common Shares to Stock under the Holder Series 1 Debentures, upon conversion the written request of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from shall promptly confirm the number of shares of Common Stock that it and its affiliates beneficially own at that 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this Debentureconvertible securities).

Limitations on Conversions. The Company shall not effect the any conversion of any portion of this DebentureNote, and the Holder of this Note shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture 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 Holder (together with the other Attribution Parties collectively Holder’s Affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares Other Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d)7.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Section 7.4, in determining the number of outstanding shares of Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Shares 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 Q or Form 8-K or other public filing with the SECK, 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, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, 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 to any other percentage as not in excess of 9.99% specified in such notice; provided 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilityNotes. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary Section7.4 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 3(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 this Debenture.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture pursuant to the terms and conditions of this Debenture 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 Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% [4.99%/9.99%]1 (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Shares Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (Ai) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures notes or convertible preferred shares stock or warrants, including the Other Notes) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of determining the number of outstanding shares of Common Shares Stock the Holder may acquire upon the conversion of this the Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (xi) 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, (yii) a more recent public announcement by the Company or (ziii) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of shares of Common Shares 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 Shares Stock is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Shares Stock to be issued pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Shares Stock to the Holder upon conversion of this Debenture Note results in the 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 Shares Stock (as determined under Section 13(d) of the 1934 Exchange Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilityExchange Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(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 3(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 this DebentureNote.

Limitations on Conversions. The Company shall not effect (a) Notwithstanding anything to the conversion of contrary contained in this Note or the other Transaction Documents, if at any portion of this Debenture, and time the Holder shall not have or would be issued shares of Common Stock under any of the right to a conversion of any portion of this Debenture pursuant to the terms and conditions of this Debenture and any Transaction Documents, but such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, issuance would cause the Holder (together with the other Attribution Parties collectively would its Affiliates) to beneficially own in excess a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”) ), then the Company must not issue to the Holder shares of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares Stock which would be issuable upon (A) conversion of exceed the remaining, nonconverted portion of this Debenture beneficially owned by the 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 debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d)Maximum Percentage. For purposes of this Section 3(d)Section, beneficial ownership shall of Common Stock will be calculated in accordance with Section 13(d) of determined under the 1934 Act. For purposes The shares of determining the number of outstanding Common Shares Stock issuable to the Holder may acquire upon the conversion of this without exceeding that would cause the Maximum PercentagePercentage to be exceeded are referred to herein as the "Ownership Limitation Shares". The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Holder. From time to time, the Holder may rely on the number of outstanding Common Shares 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 notify the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common the Ownership Limitation Shares then outstanding and, that may be issued to the extent that such issuances would otherwise cause Holder without causing the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), Holder to exceed the Maximum Percentage, the Holder must notify the Company . Upon receipt of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holdernotice, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail be unconditionally obligated to immediately issue such designated shares to the Holder Holder, with a corresponding reduction in the number of Common Shares then outstandingthe Ownership Limitation Shares. In any caseNotwithstanding the forgoing, the number of outstanding Common Shares term “4.99%” above shall be determined after giving effect replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the conversion preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or exercise of securities of the Company, including this Debenture, waived by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holderset forth below. For purposes of claritythis Note, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this Debenture.term “

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the 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 debentures notes or convertible preferred shares or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 1020-KF, Quarterly Report of Foreign Issuer on Form 10-Q, Current Report on Form 86-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 Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued purchased pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Common Shares to the Holder upon conversion of this Debenture Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 Act. No prior inability to convert this Debenture Note 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 3(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 3(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 this DebentureNote.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Shares Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the 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 debentures notes or convertible preferred shares stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d3(d)(i). For purposes of this Section 3(d3(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 Shares Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Shares 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 Shares Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Shares Stock to be issued purchased pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Shares Stock to the Holder upon conversion of this Debenture Note results in the 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 Shares Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 Act. No prior inability to convert this Debenture Note 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 3(d3(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 3(d3(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 this DebentureNote.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Shares Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the 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 debentures notes or convertible preferred shares stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of determining the number of outstanding shares of Common Shares Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Shares 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 Shares Stock outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this Debenture.

Limitations on Conversions. The Company shall not effect the any conversion of any portion this Note or other issuance of this DebentureCommon Shares hereunder, and the Holder of this Note shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3(a), to the extent that after giving effect to such conversionconversion or issuance, the Holder (together with the other Attribution Parties collectively Holder's affiliates) would beneficially own in excess of 4.99% (the “"Maximum Percentage”") of the number of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company beneficially owned by the Holder or any of its affiliates (including, without limitation, any convertible debentures or convertible preferred shares Other Notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of this Section 3(d), in determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageShares, the Holder may rely on the number of outstanding Common Shares as reflected in (x1) the Company’s 's most recent Annual Form 20-F, Report of Foreign Issuer on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 86-K of the Company 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 more recent notice by the Company or the Transfer Agent, if any, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionoutstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the Holder and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the such number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. Upon delivery of a By written notice to the Company, 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 to any other percentage as not in excess of 9.99% specified in such notice; provided that (ix) 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 (iiy) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilityNotes. The provisions of this paragraph shall be construed and implemented in a manner otherwise other than in strict conformity with the terms of this Section 3(d) 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 3(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 this Debenture.

Limitations on Conversions. The Company shall not effect the conversion of any portion of this DebentureSecurity, and the Holder shall not have the right to a conversion of convert any portion of this Debenture Security pursuant to the terms and conditions of this Debenture Security 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Shares Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Shares Stock issuable upon conversion of this Debenture Security with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Security beneficially owned by the 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 debentures notes or convertible preferred shares stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d‎3(d). For purposes of this Section 3(d‎3(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 Shares Stock the Holder may acquire upon the conversion of this Security without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Shares 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 Shares Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d‎3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Shares Stock to be issued purchased pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureSecurity, by the 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 Shares Stock to the Holder upon conversion of this Debenture Security results in the 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 Shares Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Person that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms of this Debenture Security in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose purpose, including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, of the 1934 Act. No prior inability to convert this Debenture Security 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 3(d‎3(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 3(d‎3(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 this DebentureSecurity.

Limitations on Conversions. The Notwithstanding anything to the contrary set forth in this Note, at no time may the Company shall not effect issue to the conversion Holder shares of any portion Common Stock if the number of this Debentureshares of Common Stock to be issued pursuant to such issuance would exceed, when aggregated with all other shares of Common Stock beneficially owned by the Holder at such time (as determined in accordance with Section 13(d) of the 1934 Act (as defined in the Securities Purchase Agreement) and the Holder shall not have rules thereunder, including without limitation, shares of Common Stock that would be aggregated with the right to Holder’s beneficial ownership for purpose of determining a conversion group under Section 13(d) of any portion of this Debenture pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion1934 Act), the number of shares of Common Stock that would result in the Holder together beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder, including without limitation, shares of Common Stock that would be aggregated with the other Attribution Parties collectively would beneficially own in excess Holder’s beneficial ownership for purpose of 4.99determining a group under Section 13(d) of the 1934 Act) more than 4.9% (the “Maximum Percentage”) of the Common Shares then issued and outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number shares of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the 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 debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous Stock. By written notice to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageCompany, the Holder may rely on from time to time increase or decrease the number Maximum Percentage to any other percentage not in excess of outstanding Common Shares as reflected 9.9% specified in such notice; provided that (xi) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K and (ii) any such increase or decrease will apply only to the Holder and not to any other public filing holder of the Notes. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the SEC, as terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the case may be, (y) a more recent public announcement by the Company intended Maximum Percentage beneficial ownership limitation herein contained or (z) any other written notice by the Company to make changes or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Shares then outstanding and, supplements necessary or desirable to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant properly give effect to such automatic conversionMaximum Percentage limitation. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In , including by virtue of any case, the number of outstanding Common Shares shall be determined after giving effect to the prior conversion or exercise of convertible or exercisable securities of the Companyinto Common Stock, including this Debentureincluding, by the 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 Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially ownwithout limitation, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this DebentureNote.

Limitations on Conversions. The Company shall not effect affect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of any portion of this Debenture Note pursuant to the terms and conditions of this Debenture Note 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, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Common Ordinary Shares issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude Common Ordinary Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the 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 debentures notes or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 1020-KF, Quarterly Report of Foreign Private Issuer on Form 10-Q, Current Report on Form 86-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 Common Ordinary Shares outstanding (the “Reported Outstanding Share Number”); provided, that if the number of outstanding Ordinary Shares at any time has increased by 1% or more from the last Reported Outstanding Share Number as of such time of determination and since the filing of the Company’s last Report of Foreign Private Issuer on Form 6-K disclosing the number of outstanding Ordinary Shares, the Company shall include a certification as to the number of outstanding Ordinary Shares in a Report of Foreign Private Issuer on Form 6-K within two (2) Trading Days of such occurrence, to the extent the number of outstanding Ordinary Shares has increased by 1% or more since the furnishing of the Company’s last Report of Foreign Private Issuer on Form 6-K disclosing the number of outstanding Ordinary Shares. If the actual number of outstanding Common Ordinary Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number of Common Ordinary Shares then outstanding and, to the extent that such issuances automatic conversion would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Ordinary Shares to be issued pursuant to such automatic conversion. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Ordinary Shares then outstanding. In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Common Ordinary Shares to the Holder upon conversion of this Debenture Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 to any other percentage 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Common Ordinary Shares issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture Note 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 3(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 3(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 this DebentureNote.

Limitations on Conversions. The From and after the Public Company Date, the Company shall not effect the conversion of any portion of this DebentureNote, and the Holder shall not have the right to a conversion of convert any portion of this Debenture pursuant to the terms and conditions of this Debenture 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 Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “"Maximum Percentage”") of the shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Shares Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares Stock which would be issuable upon (Ai) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures notes or convertible preferred shares stock or warrants, including the Additional Notes) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Exchange Act. For purposes of determining the number of outstanding shares of Common Shares Stock the Holder may acquire upon the conversion of this the Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (xi) the Company’s 's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-QQ or, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (yii) a more recent public announcement by the Company or (ziii) any other written notice by the Company or the Transfer Agent, if any, Agent setting forth the number of shares of Common Shares 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 Shares Stock is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement DateNumber, the Company shall notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that such issuances Conversion Notice would otherwise cause the Holder’s 's beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Shares Stock to be issued purchased pursuant to such automatic conversionConversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this DebentureNote, by the 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 Shares Stock to the Holder upon conversion of this Debenture Note results in the 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 Shares Stock (as determined under Section 13(d) of the 1934 Exchange Act), the number of shares so issued by which the Holder’s '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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, 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 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 the Holder and the other Attribution Parties and not to any other holder of Debentures Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Shares Stock issuable pursuant to the terms of this Debenture Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibilityExchange Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(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 3(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 this DebentureNote. The Company shall be entitled to accept any Conversion Notice as the Holder's conclusive determination that such conversion meets the requirements of this section, without further inquiry unless the Holder provides notice to the contrary, in which case the Company and the Holder shall reasonably cooperate with each other to give effect to the provisions of this Section 3(d).

Limitations on Conversions. The Company shall not effect the any conversion of any portion of this DebentureNote, and the Holder of this Note (including any successor, transferee or assignee) shall not have the right to a conversion of convert any portion of this Debenture Note pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never madeSection 3(a), to the extent that after giving effect to such conversion, the Holder (together with the other Attribution Parties collectively Holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number shares of Common Shares Stock issuable upon conversion of this Debenture Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture Note beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible debentures or convertible preferred shares notes or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3(d). For the preceding sentence, for purposes of this Section 3(d), 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 3(d), in determining the number of outstanding shares of Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-KSB, Form 10-K, Quarterly Report on Form 10-QQSB, Current Report on Form 10-Q or Form 8-K or other public filing with the SECK, as the case may be, 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, Agent setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date, the Company shall notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that such issuances would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Common Shares to be issued pursuant to such automatic conversionStock outstanding. For any reason at any time, during regular business hours of the Company and upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Shares Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, Note by the Holder and any other Attribution Party Holder, since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the issuance of Common Shares to the Holder upon conversion of this Debenture results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the 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 the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a By written notice to the Company, 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 to any other percentage 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 Company, (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Debentures that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Debenture Notes and (iii) and in excess of no case shall the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of, or Rule 16a-1(a)(1) under, the 1934 Act. No prior inability to convert this Debenture 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 3(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 3(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 this Debentureexceed 9.999%.