Common use of Ownership Limitation Clause in Contracts

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender Investor shall or would be issued shares of Common Stock under any of the Transaction DocumentsStock, but such issuance would cause Lender Investor (together with its affiliates) to beneficially own 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 Borrower Company must not issue to Lender Investor shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will In such event, Company shall reserve the Ownership Limitation Shares for the exclusive benefit of LenderInvestor. From time to time, Lender Investor may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Investor without causing Lender Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderInvestor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoingforegoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth belowbe permanent. By written notice to BorrowerCompany, Lender Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderInvestor.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender Investor (together with its affiliates) to beneficially own 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 Borrower Company must not issue to Lender Investor shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of LenderInvestor. From time to time, Lender Investor may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Investor without causing Lender Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderInvestor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Warrant, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to BorrowerCompany, Lender Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderInvestor.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own 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 Borrower the Company must not issue to Lender the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower The Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $10,000,000.005,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Agreement, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Buyer shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Buyer (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageBuyer the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Buyer. From time to time, Lender the Buyer may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Buyer without causing Lender the Buyer to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Buyer, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Buyer may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Buyer. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $5,000,000, then from that point on, for so long as the Buyer or the Buyer’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Buyer) and upon request of the Buyer, the Company (or the Company’s transfer agent) shall provide the Buyer within three (3) Trading Days the then-current number of unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding and provide the number of unissued and unreserved shares could result in economic loss to the Buyer. As compensation to the Buyer for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Buyer a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding and to provide the number of unreserved and issued shares. As elected by the Buyer, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $5,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at OXXxxxxxxx.xxx (or such other web page approved by the Holder). Additionally, within three (3) Trading Days of a written request from Buyer, the Company (or the Company’s Transfer Agent) will provide the Buyer the then-current number of authorized, but unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding or to provide the number of unissued and unreserved shares could result in economic loss to the Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender Investor (together with its affiliates) to beneficially own 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 Borrower Company must not issue to Lender Investor shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of LenderInvestor. From time to time, Lender Investor may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Investor without causing Lender Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderInvestor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Warrant, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to BorrowerCompany, Lender Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderInvestor.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction DocumentsAgreement, if at any time Lender shall or would be issued acquire shares of Common Class A Preferred Stock under any of the Transaction Documentshereunder, but such issuance acquisition would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.999.99% of the number of shares of Common Class A Preferred Stock outstanding on such date (including for such purpose the shares of Common Class A Preferred Stock issuable upon such issuance) (the “Maximum Percentage”), then Borrower Pledgor must not issue convey to Lender shares of Common the Class A Preferred Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Class A Preferred Stock will be determined pursuant to Section 13(d) of the 1934 ActAct (as defined in the Note). The shares of Common Class A Preferred Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Pledgor will reserve hold the Ownership Limitation Shares for the exclusive benefit of Lender until he receives notice from Lender pursuant to the terms hereof to deliver all or any of such shares to Lender. From time to timetime at any time after Lender has the right to own the Pledged Shares pursuant to the terms hereof, Lender may notify Borrower Pledgor in writing of the number of the Ownership Limitation Shares that may be issued to owned by Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Pledgor shall be unconditionally obligated to immediately issue convey such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to BorrowerPledgor and the Company, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the contrary contained extent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates), would beneficially own in this Note or excess of the other Transaction DocumentsBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, if at any time Lender shall or would be issued the number of shares of Common Stock under any of beneficially owned by such Holder and its affiliates shall include the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding on such date (including for such purpose immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Beneficial Ownership Limitation provisions of this section may be waived by such issuance) (Holder, at the “Maximum Percentage”)election of such Holder, then Borrower must upon not issue less than 61 days’ prior notice to Lender the Company to change the Beneficial Ownership Limitation applicable to such Holder up to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock which would exceed the Maximum Percentage. For purposes upon exercise of this sectionWarrant, beneficial ownership and the provisions of Common Stock will be determined pursuant this section shall continue to Section 13(d) apply. Upon such a change by a Holder of the 1934 ActBeneficial Ownership Limitation from such 4.99% limitation to such higher limitation (not to exceed 9.99%), the Beneficial Ownership Limitation may not be further waived by such Holder. The shares provisions of Common Stock issuable this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this section to Lender that would cause correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Maximum Percentage to be exceeded are referred to herein as the “intended Beneficial Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time herein contained or to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued make changes or supplements necessary or desirable to Lender without causing Lender properly give effect to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereoflimitation. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and limitations contained in this paragraph shall apply to all affiliates and assigns a successor holder of Lenderthis Warrant.

Ownership Limitation. Notwithstanding anything herein to the contrary contained in this contrary, no Holder (other than the Depositary with respect to the Notes) or beneficial owner of a Note or shall have the other Transaction Documents, if at any time Lender shall or would be issued right to receive shares of Common Stock under stock upon Conversion, and any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number purported delivery of shares of Common Stock outstanding on to such date (including for Holder or beneficial owner, shall be null and void, to the extent that, following receipt of such purpose the shares of Common Stock issuable upon Stock, such issuance) Holder or beneficial owner (the “Maximum Percentage”), then Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, together with such Holder’s Affiliates and any other persons whose beneficial ownership of Common Stock will would be determined pursuant to aggregated with the Holder’s for purposes of Section 13(d) of the 1934 ActExchange Act and the rules promulgated thereunder, including any “group” of which such holder is a member) would be the beneficial owner of more than 4.99% of the outstanding shares of Common Stock. The For the avoidance of doubt, if a Holder or beneficial owner is prevented from receiving any shares of Common Stock issuable to Lender which it would otherwise be entitled pursuant to this Section 14.12, the Company’s obligation to deliver such shares of Common Stock shall not be extinguished, and the Company shall deliver such shares of Common Stock (or any designated portion thereof) within two Business Days following written notice from the converting Holder or beneficial owner that receipt of such shares of Common Stock (or any designated portion thereof) would cause the Maximum Percentage to not be exceeded are prohibited by this sentence (this sentence being referred to herein as the “Ownership Limitation SharesLimitation”. Borrower will reserve ); provided, however, that the Ownership Limitation Shares shall not apply in connection with and subject to completion of a third party tender offer for the exclusive benefit Common Stock issuable thereupon. The provisions of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that this Section 14.12 may be issued construed and implemented by the Company in a manner that is otherwise than in strict conformity with the terms of this Section 14.12 in order to Lender without causing Lender correct this Section 14.12 (or any portion hereof) which may be defective or inconsistent with the intended ownership limitation herein contained or to exceed the Maximum Percentage. Upon receipt of make changes or supplements necessary or desirable to properly give effect to such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereoflimitation. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and limitations contained in this Section 14.12 shall apply to all affiliates and assigns a successor Holder of LenderNotes. The Trustee (including in its capacities as Note Registrar, Paying Agent and, if applicable, Conversion Agent) shall have no responsibility for construing or implementing the provisions of this Section 14.12 or for determining whether any Holder or beneficial owner of a Note would upon conversion be prevented from receiving any shares of Common Stock as a result of this Section 14.12.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of Holder the 1934 Actexcess Ownership Limitation Shares (as defined in the Note). The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Buyer may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $3,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing 61-day obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section 13 shall either be automatically added to the principal balance of the Note (without the need to provide any notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lenderthe Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if If at any time Lender after the Closing, the Buyer shall or would be issued receive shares of Common Stock in payment of interest or principal under any the Note or upon conversion of the Transaction DocumentsNote or exercise of the Warrant, but such issuance would cause Lender (so that the Buyer would, together with other shares of Common Stock held by it or its affiliates) to beneficially own Affiliates, hold by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower must the Company shall not be obligated and shall not issue to Lender the Buyer shares of Common Stock which would exceed the Maximum Percentage. For purposes , but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause by the Buyer. The foregoing limitations regarding the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Buyer. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $3,000,000, then from that point on, for so long as the Buyer or the Buyer’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section 13 shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $5,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained provisions of this Warrant (except as set forth below in this Note or the other Transaction DocumentsSection 2.2), if at any time Lender after the date hereof, the Holder shall or would be issued receive shares of Common Stock upon exercise of this Warrant or in payment of interest or principal under any the Note, or upon conversion of the Transaction DocumentsNote, but such issuance would cause Lender (so that the Holder would, together with other shares of Common Stock held by it or its affiliates) to beneficially own Affiliates, hold by virtue of such action or receipt of additional shares of Common Stock 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 Borrower must the Company shall not be obligated and shall not issue to Lender the Holder shares of Common Stock which would exceed the Maximum Percentage. For purposes , but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause by the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation SharesHolder. Notwithstanding the forgoing, (a) if any of the DWAC Eligible Conditions (as defined in the Note) are not then satisfied, the term “4.99%” above shall be replaced in the preceding sentence with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $10,000,000.003,000,000, but (b) if all of the DWAC Eligible Conditions are then satisfied, the term “4.99%” shall be replaced in the preceding sentence with “9.99%” only at such time as the Market Capitalization of the Common Stock is less than $1,500,000. Notwithstanding For the avoidance of any doubt, notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Agreement, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (x) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding thirty (30) Trading Days, multiplied by (y) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. Form 10-K. The foregoing 61-day notice requirement is limitations are enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own 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 Borrower the Company must not issue to Lender the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower The Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Agreement, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender Investor (together with its affiliates) to beneficially own 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 Borrower Company must not issue to Lender Investor shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of LenderInvestor. From time to time, Lender Investor may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Investor without causing Lender Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderInvestor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Warrant, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to BorrowerCompany, Lender Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderInvestor.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.999.99% 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if If at any time Lender shall or the exercise of any Warrants pursuant to Section 2 would be issued cause the Company's Alien Ownership Percentage to exceed the Accepted Alien Ownership Percentage Limitation, then in lieu of issuing shares of Common Stock under any of pursuant to Section. 2: the Transaction Documents, but Company shall issue to each Holder exercising Warrants at such issuance would cause Lender time (together with its affiliateseach an "Exercising Holder") whose Alien Ownership Percentage is less than or equal to beneficially own a number of shares exceeding 4.99% of the Accepted Alien Ownership Percentage Limitation the number of shares of Common Stock outstanding on to which such date Exercising Holder is entitled pursuant to Section 2; the Company shall issue to each Exercising Holder whose Alien Ownership Percentage is greater than the Accepted Alien Ownership Percentage Limitation (including for such purpose the each, an "Affected Exercising Holder") a number of shares of Common Stock issuable upon such issuanceequal to the quotient of (x) the product of (A) the “Maximum Percentage”), then Borrower must not issue to Lender number of shares of Common Stock which would exceed the Maximum Percentage. For purposes of this sectionthat, beneficial ownership immediately after giving effect to any issuances of Common Stock will pursuant to the foregoing Section 3.A, could be determined issued to a Person with a 100% Alien Ownership Percentage without causing the Company's Alien Ownership Percentage to exceed the Accepted Alien Ownership Percentage Limitation, multiplied by (B) the number of shares of Common Stock to which such Affected Exercising Holder would be entitled pursuant to Section 13(d2 but for the application of this Section 3, divided by (y) the product of (A) the 1934 Act. The aggregate number of shares of Common Stock to which all Affected Exercising Holders would be entitled pursuant to Section 2 but for the application of this Section 3, multiplied by (B) such Affected Exercising Holder's Alien Ownership Percentage; provided that in no event shall the number of shares of Common Stock issuable to Lender that would cause the Maximum Percentage any Affected Exercising Holder pursuant to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of this Section 3.B exceed the number of the Ownership Limitation Shares that may be issued shares of Common Stock to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of which such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” Affected Exercising Holder would have been entitled pursuant to Section 2 but for the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns application of Lender.this Section 3; and

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own 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 Borrower the Company must not issue to Lender the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower The Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoingforegoing, the term “4.99%” above shall be 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender the Holder as set forth below. For purposes of this Agreement, the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or Form 10-K. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything In the event that any member of the Parent Group or Cantor Group would be prohibited under applicable Law from being the beneficial owner (as defined in Section 13(d)-3 of the Exchange Act) of voting securities representing more than 9.9% of Purchaser's outstanding voting securities (the "Ownership Limitation"), then Purchaser shall be entitled to defer any Earn-Out issuance (or portion thereof) otherwise required to be issued hereunder if such Earn-Out Issuance (or portion thereof) would cause the Ownership Limitation to be exceeded, until such time as such ownership of Purchaser's outstanding voting securities in excess of the Ownership Limitation would not be prohibited by such applicable Law; provided that, until such Purchaser Shares shall have been issued, Purchaser shall make payments to BGC US equal to the contrary contained in this Note dividends that would have been payable on such Purchaser Shares. The Purchaser agrees to take all reasonable actions as may be requested by any member of the Parent Group or the other Transaction Documents, if at any time Lender shall Cantor Group to obtain all necessary or would be issued shares of Common Stock required approvals under any applicable Law so such member of the Transaction DocumentsParent Group or the Cantor Group, but such issuance as applicable, may hold outstanding voting securities in excess of the Ownership Limitation. In the event that the sum of all of the Earn-Out Issuances would cause Lender (together with its affiliates) Purchaser to beneficially own issue a number of shares exceeding 4.99Purchaser Shares in excess of 19.99% of the number of shares Purchaser Shares outstanding as of Common Stock outstanding on such the date (including for such purpose the shares of Common Stock issuable upon such issuance) this Agreement (the “Maximum Percentage”)"Share Issuance Limitation") and such issuances would not be permitted by the listing rules of NASDAQ as of the date hereof without receipt of approval of the Purchaser’s shareholders, then Borrower must not issue Purchaser shall substitute cash for Purchaser Shares in any Earn-Out Issuance solely to Lender shares the extent required so that the sum of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) all of the 1934 Act. The shares of Common Stock issuable to Lender that Earn-Out Issuances would cause Purchaser to issue a number of Purchaser Shares equal to the Maximum Percentage Share Issuance Limitation, with such cash equal to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of (i) the number of the Ownership Limitation Purchaser Shares that may Purchaser otherwise would be issued obligated to Lender without causing Lender issue to exceed BGC US pursuant to such Earn-Out Issuance, multiplied by (ii) the Maximum Percentage. Upon receipt Current Market Price as of the date on which Purchaser otherwise would be obligated to issue such notice37 Purchaser Shares to BGC US pursuant to such Earn-Out Issuance, Borrower and such substitution shall be unconditionally obligated to immediately issue such designated shares to Lender, made with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant respect to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive earliest Earn-Out Issuances following the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderClosing.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own 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 Borrower the Company must not issue to Lender the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower The Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Agreement, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Exchange Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Exchange Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender Investor (together with its affiliates) to beneficially own 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 Borrower the Investor must notify the Company of the number of shares that would cause Investor to exceed the Maximum Percentage and the Company must promptly notify the Investor of the number of shares of Common Stock outstanding upon its receipt of a written request from the Investor, and the Company must not issue to Lender Investor shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of LenderInvestor. From time to time, Lender Investor may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Investor without causing Lender Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderInvestor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $10,000,000.003,000,000.00. Notwithstanding any other provision contained hereinFor purposes of this Warrant, if the term “4.99%” is replaced with “9.99%” pursuant to Market Capitalization of the preceding sentence, such increase to “9.99%Common Stock” shall remain at 9.99% until increasedmean the product equal to (A) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, decreased multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to BorrowerCompany, Lender Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderInvestor.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to under Section 13(d) 13 of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $10,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). Additionally, within three (3) Trading Days of a written request from Buyer, the Company (or the Company’s Transfer Agent) will provide the Buyer the then-current number of authorized, but unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding or to provide the number of unissued and unreserved shares could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding or to provide the number of unreserved and unissued shares as required herein. As elected by the Holder, the amount of any late fees incurred under this Section shall either be automatically added to the Outstanding Balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $10,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at OXXxxxxxxx.xxx (or such other web page approved by the Holder). Additionally, within three (3) Trading Days of a written request from Buyer, the Company (or the Company’s Transfer Agent) will provide the Buyer the then-current number of authorized, but unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding or to provide the number of unissued and unreserved shares could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding or to provide the number of unreserved and unissued shares as required herein. As elected by the Holder, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender Xxxxxx may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender Xxxxxx as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything In the event that any member of the Parent Group or Cantor Group would be prohibited under applicable Law from being the beneficial owner (as defined in Section 13(d)-3 of the Exchange Act) of voting securities representing more than 9.9% of Purchaser’s outstanding voting securities (the “Ownership Limitation”), then Purchaser shall be entitled to defer any Earn-Out issuance (or portion thereof) otherwise required to be issued hereunder if such Earn-Out Issuance (or portion thereof) would cause the Ownership Limitation to be exceeded, until such time as such ownership of Purchaser’s outstanding voting securities in excess of the Ownership Limitation would not be prohibited by such applicable Law; provided that, until such Purchaser Shares shall have been issued, Purchaser shall make payments to BGC US equal to the contrary contained in this Note dividends that would have been payable on such Purchaser Shares. The Purchaser agrees to take all reasonable actions as may be requested by any member of the Parent Group or the other Transaction Documents, if at any time Lender shall Cantor Group to obtain all necessary or would be issued shares of Common Stock required approvals under any applicable Law so such member of the Transaction DocumentsParent Group or the Cantor Group, but such issuance as applicable, may hold outstanding voting securities in excess of the Ownership Limitation. In the event that the sum of all of the Earn-Out Issuances would cause Lender (together with its affiliates) Purchaser to beneficially own issue a number of shares exceeding 4.99Purchaser Shares in excess of 19.99% of the number of shares Purchaser Shares outstanding as of Common Stock outstanding on such the date (including for such purpose the shares of Common Stock issuable upon such issuance) this Agreement (the “Maximum PercentageShare Issuance Limitation”)) and such issuances would not be permitted by the listing rules of NASDAQ as of the date hereof without receipt of approval of the Purchaser’s shareholders, then Borrower must not issue Purchaser shall substitute cash for Purchaser Shares in any Earn-Out Issuance solely to Lender shares the extent required so that the sum of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) all of the 1934 Act. The shares of Common Stock issuable to Lender that Earn-Out Issuances would cause Purchaser to issue a number of Purchaser Shares equal to the Maximum Percentage Share Issuance Limitation, with such cash equal to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of (i) the number of the Ownership Limitation Purchaser Shares that may Purchaser otherwise would be issued obligated to Lender without causing Lender issue to exceed BGC US pursuant to such Earn-Out Issuance, multiplied by (ii) the Maximum Percentage. Upon receipt Current Market Price as of the date on which Purchaser otherwise would be obligated to issue such noticePurchaser Shares to BGC US pursuant to such Earn-Out Issuance, Borrower and such substitution shall be unconditionally obligated to immediately issue such designated shares to Lender, made with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant respect to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive earliest Earn-Out Issuances following the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderClosing.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Buyer may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $10,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $5,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/investors.htm (or such other web page approved by the Holder). Additionally, within three (3) Trading Days of a written request from Buyer, the Company (or the Company’s Transfer Agent) will provide the Buyer the then-current number of authorized, but unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding or to provide the number of unissued and unreserved shares could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding or to provide the number of unreserved and unissued shares as required herein. As elected by the Holder, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.999.99% 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease increase or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender Lxxxxx may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender Lxxxxx as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Investor (together with its affiliates) to beneficially own 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 Borrower the Company must not issue to Lender the Investor shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender the Investor may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Investor without causing Lender the Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Investor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Warrant, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to Borrowerthe Company, Lender the Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day 61­day notice requirement is enforceable, unconditional and non-waivable non­-waivable and shall apply to all affiliates and assigns of Lenderthe Investor.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender Investor (together with its affiliatesAffiliates) to beneficially own 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 Borrower Company must not issue to Lender Investor shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of LenderInvestor. From time to time, Lender Investor may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Investor without causing Lender Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderInvestor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Agreement, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on Company’s most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to BorrowerCompany, Lender Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of LenderInvestor.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if If at any time Lender after the Closing, the Buyer shall or would be issued receive shares of Common Stock in payment of interest or principal under any the Note or upon conversion of the Transaction DocumentsNote or exercise of the Warrant, but such issuance would cause Lender (so that the Buyer would, together with other shares of Common Stock held by it or its affiliates) to beneficially own Affiliates, hold by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower must the Company shall not be obligated and shall not issue to Lender the Buyer shares of Common Stock which would exceed the Maximum Percentage. For purposes , but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause by the Buyer. The foregoing limitations regarding the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Buyer. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $3,000,000, then from that point on, for so long as the Buyer or the Buyer’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted) from time to time promptly after receipt of written request from the Holder, and in any case no later than three days after receipt of such written request, the then-current number of issued and outstanding shares of its capital stock to the Company’s website located at xxxxxxxxxxxxxxx.xxx, or to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding pursuant to the Holder’s written request. As elected by the Holder, the amount of any late fees incurred under this Section 13 shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender Investor shall or would be issued shares of Common Stock under any of the Transaction DocumentsStock, but such issuance would cause Lender Investor (together with its affiliates) to beneficially own 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 Borrower Company must not issue to Lender Investor shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will In such event, Company shall reserve the Ownership Limitation Shares for the exclusive benefit of LenderInvestor. From time to time, Lender Investor may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Investor without causing Lender Investor to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderInvestor, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoingforegoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth belowbe permanent. By written notice to BorrowerCompany, Lender Investor may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderInvestor. In the event the Maximum Percentage is increased to 9.99% and Investor becomes more than a 4.99% owner at any time, the Investor shall be solely responsible for abiding by Section 16 and Schedule 13D or 13G filing requirements with the SEC, as applicable.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.999.99% 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender Xxxxxx may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to The Notes may not be transferred if the contrary contained transfer would result in this Note ownership by five or the other Transaction Documents, if at any time Lender shall or would be issued shares fewer individuals of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99more than 50% of the number aggregate value of shares all classes of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) Company's capital stock (the “Maximum Percentage”"Ownership Limitation") determined as provided in Sections 856(a)(6) and 856(h) of the Internal Revenue Code of 1986, as amended (the "Code"), then Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this sectionthe Ownership Limitation, beneficial the Common Stock into which the Notes may be converted will be deemed owned by such an individual (the "prohibited transferee") but only to the extent the deemed ownership of such Common Stock will be determined pursuant would violate the Ownership Limitation. If a prohibited transferee attempts to Section 13(d) acquire Notes in violation of the 1934 ActOwnership Limitation, such putative transfer to such prohibited transferee shall be void and the intended transferee (I.E., the prohibited transferee) will acquire no rights to the Notes. The shares For purposes of Common Stock issuable the Ownership Limitation, the term "transfer" includes any sale, transfer, gift, assignment, devise or other disposition, whether voluntary or involuntary, whether of record, constructively or beneficially, and whether by operation of law or otherwise. Any putative transfer of Notes to Lender that the extent such transfer if consummated would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve violate the Ownership Limitation Shares will cause such Notes to be transferred to a person (unaffiliated with the Company or the prohibited transferee) as trustee of a trust for the exclusive benefit of Lenderone or more organizations described in Section 501(c)(3) the Code (the "Charitable Beneficiary"). From time to time, Lender may notify Borrower in writing The trustee of the number trust will be deemed to own those Notes for the benefit of the Ownership Limitation Shares that may be issued Charitable Beneficiary on the day prior to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number date of the putative violative transfer. Any interest paid prior to when the Company discovers that Notes were held in trust will be repaid by the prohibited transferee to the Company and any interest after the Record Date but before the applicable Payment Date will be rescinded as void AB INITIO with respect to the prohibited transferee. Any interest so disgorged or rescinded will be paid over to the trustee and held in trust for the Charitable Beneficiary. The trustee of the trust may transfer the Notes held in trust to a person whose ownership of the Notes will not violate the Ownership Limitation SharesLimitation. Notwithstanding the forgoingIf such a transfer is made, the term “4.99%” above shall interest of the Charitable Beneficiary would terminate and proceeds of the sale would be replaced with “9.99%” at such time as payable to the Market Capitalization is less than $10,000,000.00prohibited transferee and the Charitable Beneficiary. Notwithstanding any other provision contained hereinThe prohibited transferee would receive the lesser of (i) the price paid by the prohibited transferee for the Notes or, if the term “4.99%” is replaced with “9.99%” pursuant prohibited transferee did not give value for the Notes, the market price of the Notes on the day of the event causing the Notes to be held in trust or (ii) the price for the Notes received by the trustee for the sale or other disposition of the Notes held in trust. Any proceeds in excess of the amount payable to the preceding sentence, such increase prohibited transferee will be payable to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereofCharitable Beneficiary. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply Notes held in trust for the benefit of the Charitable Beneficiary will be offered for sale to all affiliates and assigns of Lenderthe Company at the prevailing market price before being offered for sale to third parties.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own 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 Borrower the Company must not issue to Lender the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower The Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, (i) if any of the DWAC Eligible Conditions (as defined in the Note) are not then satisfied, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $10,000,000.003,000,000.00, but (ii) if all of the DWAC Eligible Conditions are then satisfied, the term “4.99%” above shall be replaced with “9.99%” only at such time as the Market Capitalization of the Common Stock is less than $1,500,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such increase change to “9.99%” shall remain at 9.99% until increasedbe permanent. For purposes of this Agreement, decreased the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. Form 10-K. The foregoing 61-day notice requirement is limitations are enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction DocumentsAgreement, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documentshereunder, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.999.99% 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender Xxxxxx may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “"4.99%” " above shall be 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 preceding sentence, such increase to “"9.99%” " shall remain at 9.99% until increased, decreased or waived by Lender Xxxxxx as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if If at any time Lender after the Closing, the Buyer shall or would be issued receive shares of Common Stock in payment of interest or principal under any the Note or upon conversion of the Transaction DocumentsNote, but such issuance would cause Lender (so that the Buyer would, together with other shares of Common Stock held by it or its affiliates) to beneficially own Affiliates, hold by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower must the Company shall not be obligated and shall not issue to Lender the Buyer shares of Common Stock which would exceed the Maximum Percentage. For purposes , but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause by the Buyer. The foregoing limitations regarding the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Buyer. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock falls below $3,000,000, then from that point on, for so long as the Buyer or its Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post, no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the following web page: xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/investors.htm (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents or at law or equity, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section 12 shall either be automatically added to the principal balance of the Note or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $10,000,000, then from that point on, for so long as the Holder or the Holder’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). Additionally, within three (3) Trading Days of a written request from Buyer, the Company (or the Company’s Transfer Agent) will provide the Buyer the then-current number of authorized, but unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding or to provide the number of unissued and unreserved shares could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents, the Company shall pay the Holder a late fee of $250.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding or to provide the number of unreserved and unissued shares as required herein. As elected by the Holder, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageHolder the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Buyer may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $10,000,000, then from that point on, for so long as the Holder or the Holder's Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company's web page located at OTCmarkets.com (or such other web page approved by the Holder). The Xxxxxxx xxxxxstands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if If at any time Lender after the Closing, the Buyer shall or would be issued receive shares of Common Stock in payment of interest or principal under any the Note or upon conversion of the Transaction DocumentsNote, but such issuance would cause Lender (so that the Buyer would, together with other shares of Common Stock held by it or its affiliates) to beneficially own Affiliates, hold by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower must the Company shall not be obligated and shall not issue to Lender the Buyer shares of Common Stock which would exceed the Maximum Percentage. For purposes , but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause by the Buyer. The foregoing limitations regarding the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Buyer. Additionally, if at any time after the Closing the Company is no longer filing required reports under Sections 13 or 15 of the 1934 Act (either because the Company’s registration has been withdrawn or revoked, or because it is delinquent in its reporting obligations), , then from that point on, for so long as the Buyer or the Buyer’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section 12 shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must shall not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. Lender agrees, upon request, to provide Borrower with the number of shares of Common Stock it owns at the time of any proposed Conversion hereunder. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may shall notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, Upon notice to Borrower from Lender the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in any of the Transaction Documents (except as set forth below in this section), Borrower shall not effect any conversion of this Note or the other Transaction Documents, if at otherwise issue any time Lender shall or would be issued shares of Common Stock under pursuant to any other Transaction Document, to the extent (but only to the extent) that Lender together with any of the Transaction Documents, but such issuance its affiliates would cause Lender (together with its affiliates) to beneficially own a number in excess 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”) of the Common Stock outstanding. To the extent the foregoing limitation applies, the determination of whether this Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by Lender or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by Lender and its affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to Borrower for conversion, exercise or exchange (as the case may be). No prior inability to convert this Note, then Borrower must not or to issue to Lender shares of Common Stock which would exceed Stock, pursuant to this section shall have any effect on the Maximum Percentage. For purposes applicability of the provisions of this section, beneficial ownership section with respect to any subsequent determination of Common Stock will be determined pursuant to Section 13(d) of the 1934 Actconvertibility. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender Xxxxxx may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoingFor purposes of this section, the term “4.99%” above beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be replaced determined in accordance with “9.99%” Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. The provisions of this section shall be implemented in a manner otherwise than in strict conformity with the terms of this section to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this section shall apply to a successor holder of this Note and shall be unconditional, irrevocable and non-waivable. For any reason at such time as any time, upon the Market Capitalization is less than $10,000,000.00. Notwithstanding written or oral request of Xxxxxx, Borrower shall within one (1) business day confirm orally and in writing to Lender the number of shares of Common Stock then outstanding, including by virtue of any other provision contained hereinprior conversion or exercise of convertible or exercisable securities into Common Stock, if the term “4.99%” is replaced with “9.99%” including, without limitation, pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth belowthis Note. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself itself, provided that the Maximum Percentage in no event exceeds 9.99% of the number of shares of the Common Stock of Borrower outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if If at any time Lender after the Closing, the Buyer shall or would be issued receive shares of Common Stock in payment of interest or principal under any the Note or upon conversion of the Transaction DocumentsNote or exercise of the Warrant, but such issuance would cause Lender (so that the Buyer would, together with other shares of Common Stock held by it or its affiliates) to beneficially own Affiliates, hold by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower must the Company shall not be obligated and shall not issue to Lender the Buyer shares of Common Stock which would exceed the Maximum Percentage. For purposes , but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause by the Buyer. The foregoing limitations regarding the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Buyer. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $3,000,000, then from that point on, for so long as the Buyer or its Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Holder). The Company understands that its failure to so post its shares outstanding could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Holder a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding. As elected by the Holder, the amount of any late fees incurred under this Section 13 shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note The Purchaser may not convert its shares of Preferred Stock or the other Transaction Documents, if at any time Lender shall or would be issued receive shares of Common Stock under as payment of accrued dividends hereunder to the extent such conversion or receipt of such dividend payment would result in the Purchaser, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Transaction Documents, but such issuance would cause Lender (together with its affiliatesExchange Act and the rules promulgated thereunder) to beneficially own a number in excess of shares exceeding 4.994.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of accrued dividends on, the shares of Preferred Stock held by the Purchaser after application of this Section. Since the Purchaser will not be obligated to report to the Corporation the number of shares of Common Stock outstanding on such date (including for such purpose it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock issuable upon such issuance) (in excess of 4.999% of the “Maximum Percentage”), then Borrower must not issue to Lender outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Purchaser or an affiliate thereof, the Purchaser shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Purchaser determines that the limitation contained in this Section applies, the determination of which portion of the shares of Preferred Stock are convertible shall be the responsibility and obligation of the Purchaser. If the Purchaser has delivered a Notice of Conversion for shares of Preferred Stock that, without regard to any other shares that the Purchaser or its affiliates may beneficially own, would exceed result in the Maximum Percentage. For purposes issuance in excess of the permitted amount hereunder, the Corporation shall notify the Purchaser of this section, beneficial ownership fact and shall honor the conversion for the maximum number of Common shares of Preferred Stock will permitted to be determined pursuant to converted on such Conversion Date in accordance with the periods described in Section 13(d) G of the 1934 ActCertificate of Designations and, at the option of the Purchaser, either retain shares of Preferred Stock tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess shares of Preferred Stock permitted to the Purchaser. The shares provisions of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that this Section may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage Purchaser (but only as to itself but and not to any such waiver will other holder) upon not be effective until less than 61 days prior notice to the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderCorporation.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own 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 Borrower the Company must not issue to Lender the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower The Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “"4.99%” " above shall be replaced with “"9.99%” " at such time as the Market Capitalization of the Common Stock is less than $10,000,000.005,000,000.00. Notwithstanding any other provision contained herein, if the term “"4.99%” " is replaced with “"9.99%” " pursuant to the preceding sentence, such increase change to “"9.99%” " shall remain at 9.99% until increasedbe permanent. For purposes of this Agreement, decreased the term "Market Capitalization of the Common Stock" shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company's most recently filed Form 10-Q or waived by Lender as set forth below. Form 10-K. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.999.99% 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 ActSecurities Exchange Act of 1934, as amended. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower Company must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoingforegoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to BorrowerCompany, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction DocumentsNote, if at any time Lender Holder shall or would be issued shares of Common Stock under any in whole or partial conversion of the Transaction Documentsthis Note, but and such issuance would cause Lender issuance, along with all other shares of Company Common Stock beneficially owned by Holder (together with its affiliates) to beneficially own a number of shares exceeding would exceed 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 Borrower must Company shall not issue to Lender Holder shares of Common Stock which would exceed the Maximum Percentage. Holder agrees, upon request, to provide Company with the number of shares of Common Stock it owns at the time of any proposed conversion hereunder. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of LenderHolder. From time to time, Lender may Holder shall notify Borrower Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender Holder without causing Lender Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower Company shall be unconditionally obligated to immediately issue such designated shares to LenderHolder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, Upon notice to Company from Holder the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender Holder as set forth below. By written notice to BorrowerCompany, Lender Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of LenderHolder.”

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents, if at any time Lender the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Holder (together with its affiliatesAffiliates) to beneficially own 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 "MAXIMUM Percentage”"), then Borrower the Company must not issue to Lender the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”"OWNERSHIP LIMITATION SHARES". Borrower The Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Holder. From time to time, Lender the Holder may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Holder without causing Lender the Holder to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoingforegoing, the term “"4.99%” " above shall be 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 preceding sentence, such increase to “"9.99%” " shall remain at 9.99% until increased, decreased or waived by Lender the Holder as set forth below. For purposes of this Agreement, the term "MARKET CAPITALIZATION OF THE COMMON STOCK" shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company's most recently filed Form 10-Q or Form 10-K. By written notice to Borrowerthe Company, Lender the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Holder.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender Xxxxxx may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “"4.99%” " above shall be replaced with “"9.99%” " at such time as the Market Capitalization of the Common Stock is less Xxxx than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “"4.99%” " is replaced with “"9.99%” " pursuant to the preceding sentence, such increase to “"9.99%” " shall remain at 9.99% until increased, decreased or waived by Lender Xxxxxx as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day 6 I -day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents, if at any time Lender the Buyer shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender the Buyer (together with its affiliatesAffiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date Maximum Percentage (including for such purpose as defined in the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”Note), then Borrower the Company must not issue to Lender shares of Common Stock which would exceed the Maximum PercentageBuyer the excess Ownership Limitation Shares (as defined in the Note). For purposes of this sectionSection, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of under the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”. Borrower Company will reserve the Ownership Limitation Shares for the exclusive benefit of Lenderthe Buyer. From time to time, Lender the Buyer may notify Borrower the Company in writing of the number of the Ownership Limitation Shares that may be issued to Lender the Buyer without causing Lender the Buyer to exceed the Maximum Percentage. Upon receipt of such notice, Borrower the Company shall be unconditionally obligated to immediately issue such designated shares to Lenderthe Buyer, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization 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 preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrowerthe Company, Lender the Buyer may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates Affiliates and assigns of Lenderthe Buyer. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $3,000,000, then from that point on, for so long as the Buyer or the Buyer’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at XXXxxxxxxx.xxx (or such other web page approved by the Buyer). Additionally, within three (3) Trading Days of a written request from Buyer, the Company (or the Company’s Transfer Agent) will provide the Buyer the then-current number of authorized, but unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding or to provide the number of unissued and unreserved shares could result in economic loss to the Buyer. As compensation to the Buyer for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Buyer a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding or to provide the number of unreserved and unissued shares as required herein. As elected by the Buyer, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together with its affiliates) to beneficially own 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 Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “"Ownership Limitation Shares”". Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “"4.99%” " above shall be replaced with “"9.99%” " at such time as the Market Capitalization 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 preceding sentence, such increase to “"9.99%” " shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender. 13.