Common use of Exchange Cap Clause in Contracts

Exchange Cap. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules of such Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder shall not be issued in the aggregate, upon conversion of this Note or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”). In the event that the Holder sells or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Notwithstanding any other provision herein, the Company shall not be obligated to issue any shares of Common Stock upon conversion exercise of this Note or otherwise pursuant to the terms of this Note Warrant if the issuance of such shares of Common Stock would exceed any cap or limitation on the aggregate number of shares of Common Stock which (the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under “Exchange Cap”) imposed by the rules or regulations of the Principal Trading Market for Market, if and to the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”)extent applicable, except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules and regulations of such Principal the Trading Market for issuances of shares of Common Stock in excess of such amount the Exchange Cap, or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the no Holder of this Warrant shall not be issued in the aggregateissued, upon conversion of exercise this Note or otherwise pursuant to the terms of this NoteWarrant, shares of Common Stock in an amount that, when added to all Securities issued to such Holder, is greater than the product of (Ax) the Exchange Cap as of the proposed date of issuance for such shares amount multiplied by (By) a fraction, the quotient numerator of (1) which is the number of Warrant Shares issuable upon exercise to such Holder pursuant to this Warrant and the denominator of which is the aggregate original Principal Amount amount of this Note when issued all the Warrant Shares issuable upon exercise to the applicable Purchaser pursuant to Holders of all Warrants issued under the Purchase Agreement divided by (2) , the aggregate original Principal Amount of all Purchase Strategic Advisor Agreement, the Placement Agency Agreement Notes when issued or any other Transaction Document (the “Exchange Cap AllocationAllocation Amount”). In the event that the Holder sells shall sell or otherwise transfer any portion of this NoteWarrant, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion Amount. In the event that the Holder shall exercise all of this Note so transferredWarrant into a number of shares of Common Stock that, and in the restrictions of aggregate, is less than the prior sentence shall apply to such transferee with respect to the portion of the Exchange Holder’s Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement NoteAmount, then the difference (if any) between such holderthe Holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note Holder shall be allocated to the respective Exchange Cap Allocations Allocation Amounts of the remaining holders of such Purchase Agreement Notes (including the Holder) Holders on a pro rata basis in proportion to the shares number of Common Stock underlying such Purchase Agreement Notes Warrant Shares issuable upon exercise then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewithHolders.

Exchange Cap. The Notwithstanding any other provision herein, the Company shall not be obligated to issue any shares of Common Stock upon conversion exercise of this Note or otherwise pursuant to the terms of this Note Warrant if the issuance of such shares of Common Stock would exceed any cap or limitation on the aggregate number of shares of Common Stock which (the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under “Exchange Cap”) imposed by the rules or regulations of the Principal Trading Market for Market, if and to the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”)extent applicable, except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules and regulations of such Principal the Trading Market for issuances of shares of Common Stock in excess of such amount the Exchange Cap, or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the no Holder of this Warrant shall not be issued in the aggregateissued, upon conversion of exercise this Note or otherwise pursuant to the terms of this NoteWarrant, shares of Common Stock in an amount that, when added to all Securities issued to such Holder, is greater than the product of (Ax) the Exchange Cap as of the proposed date of issuance for such shares amount multiplied by (By) a fraction, the quotient numerator of (1) which is the number of Warrant Shares issuable upon exercise to such Holder pursuant to this Warrant and the denominator of which is the aggregate original Principal Amount amount of this Note when issued all the Warrant Shares issuable upon exercise to the applicable Purchaser pursuant to Holders of all Warrants issued under the Purchase Agreement, the Strategic Advisor Agreement, the Placement Agency Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued or any other Transaction Document (the “Exchange Cap AllocationAllocation Amount”). In the event that the Holder sells shall sell or otherwise transfer any portion of this NoteWarrant, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion Amount. In the event that the Holder shall exercise all of this Note so transferredWarrant into a number of shares of Common Stock that, and in the restrictions of aggregate, is less than the prior sentence shall apply to such transferee with respect to the portion of the Exchange Holder’s Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement NoteAmount, then the difference (if any) between such holderthe Holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note Holder shall be allocated to the respective Exchange Cap Allocations Allocation Amounts of the remaining holders of such Purchase Agreement Notes (including the Holder) Holders on a pro rata basis in proportion to the shares number of Common Stock underlying such Purchase Agreement Notes Warrant Shares issuable upon exercise then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewithHolders.

Exchange Cap. The Notwithstanding any other provision herein, the Company shall not be obligated to issue any shares of Common Stock upon conversion exercise of this Note or otherwise pursuant to the terms of this Note Warrant if the issuance of such shares of Common Stock would exceed any cap or limitation on the aggregate number of shares of Common Stock which (the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under “Exchange Cap”) imposed by the rules or regulations of the Principal Trading Market for Market, if and to the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”)extent applicable, except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules and regulations of such Principal the Trading Market for issuances of shares of Common Stock in excess of such amount the Exchange Cap, or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the no Holder of this Warrant shall not be issued in the aggregateissued, upon conversion of exercise this Note or otherwise pursuant to the terms of this NoteWarrant, shares of Common Stock in an amount that, when added to all Securities issued to such Holder, is greater than the product of (Ax) the Exchange Cap as of the proposed date of issuance for such shares amount multiplied by (By) a fraction, the quotient numerator of (1) which is the aggregate original Principal Amount total number of Shares and shares of Common Stock underlying this Note when Warrant issued to the applicable Purchaser such Holder pursuant to the Purchase Agreement divided by (2) on the Closing Date and the denominator of which is the aggregate original Principal Amount number of Shares and shares of Common Stock underlying all Pre-Funded Warrants issued to all Purchasers pursuant to the Purchase Agreement Notes when issued (the “Exchange Cap AllocationAllocation Amount”). In the event that the Holder sells shall sell or otherwise transfer any portion of this NoteWarrant, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion Amount. In the event that the Holder shall exercise all of this Note so transferredWarrant into a number of shares of Common Stock that, and in the restrictions of aggregate, is less than the prior sentence shall apply to such transferee with respect to the portion of the Exchange Holder’s Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement NoteAmount, then the difference (if any) between such holderthe Holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note Holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) Pre-Funded Warrants on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes the Pre-Funded Warrants then held by each such holder. In For the event that avoidance of doubt, the Company is prohibited from issuing any shares restrictions of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”2(f) to would no longer apply upon the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, receipt of the Holder incurred in connection therewithStockholder Approval and the effectiveness of the Authorization Amendment.

Exchange Cap. The Notwithstanding anything in this Note to the contrary, the Company shall not issue any shares of Common Stock upon conversion or exercise (as the case may be) of the Applicable Notes (including this Note Note) or the New Warrants or otherwise pursuant to the terms of this Note the Applicable Notes or the New Warrants, if the issuance of such shares of Common Stock (taken together with (x) each issuance of such shares upon the conversion of the Existing December Notes and the New Notes and exercise of the New Warrants and otherwise pursuant to the terms of the Existing December Notes, the New Notes and the New Warrants and (y) upon conversion on or after the date hereof of the Existing June Notes and otherwise on or after the date hereof pursuant to the terms of the Existing June Notes) would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of this Note or the Applicable Notes and the New Warrants and otherwise pursuant to the terms of this Note the Applicable Notes or the New Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such Principal Trading the Nasdaq Capital Market for issuances of shares of Common Stock upon conversion or exercise (as the case may be) of the Applicable Notes, the New Warrants or otherwise pursuant to the terms of the Applicable Notes or the New Warrants in excess of such amount or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the HolderInvestor. Until Notwithstanding anything in the Existing Notes to the contrary, until such approval or such written opinion is obtained, the Holder no holder of Applicable Notes or New Warrants (each an “Existing Buyer”) shall not be issued in the aggregate, upon conversion or exercise (as the case may be) of this Note any Applicable Notes or any of the New Warrants or otherwise pursuant to the terms of this Notethe Applicable Notes or the New Warrants, shares of Common Stock in an amount greater than the product of (Ai) the Exchange Cap multiplied by (ii) the quotient of (A) the aggregate principal amount of Applicable Notes held by (or issued to, as applicable) such Existing Buyer as of the proposed date of issuance for such shares multiplied Closing Date (as defined in the New Notes) divided by (B) the quotient aggregate principal amount of all Applicable Notes held by (1or issued to, as applicable) the aggregate original Principal Amount Existing Buyers as of this Note when issued the Closing Date (with respect to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (each Existing Buyer, the “Exchange Cap Allocation”). In the event that the Holder sells any Existing Buyer shall sell or otherwise transfer any portion of this Notesuch Existing Buyer’s Applicable Notes, the transferee shall be allocated a pro rata portion of the Holdersuch Existing Buyer’s Exchange Cap Allocation with respect to such portion of this Note such Applicable Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of any holder of any Purchase Agreement Notean Existing Buyer’s Applicable Notes and New Warrants, the difference (if any) between such holderExisting Buyer’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such holderExisting Buyer’s conversion in full of any Purchase Agreement Note such Existing Buyer’s Applicable Notes and exercise in full of such New Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders Existing Buyers of such Purchase Agreement Applicable Notes (including the Holder) and New Warrants on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement the Applicable Notes and New Warrants then held by each such holderExisting Buyer. In At any time after the earlier to occur of (x) the Stockholder Approval Date and (y) the Stockholder Meeting Deadline, in the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the paragraph (the “Exchange Cap Shares”) to the Holder), the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions shares of this Note that are not convertible into such Exchange Cap Shares Common Stock at a price equal to the sum of (Ai) the product of (1x) such number of Exchange Cap Shares and (2y) the greatest Closing Sale Price (as defined in the New Notes) of the Common Stock on the any Trading Day immediately preceding (as defined in the New Notes) during the period commencing on the date the Holder applicable Existing Buyer delivers the applicable Notice of Conversion conversion (or exchange) notice with respect to such Exchange Cap Shares to the Company, Company and ending on the date of such issuance and payment under this paragraph and (Bii) to the extent the Holder such Existing Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder such Existing Buyer of Exchange Cap Shares, any Buy-In Payment Amount, any brokerage commissionscommissions and other out-of-pocket expenses, if any, of the Holder such Existing Buyer incurred in connection therewiththerewith (collectively, the “Exchange Cap Share Cancellation Amount”); provided, that no Exchange Cap Share Cancellation Amount shall be due and payable to such Existing Buyer to the extent that (x) on or prior to the applicable Share Delivery Deadline, the Exchange Cap Allocation of an Existing Buyer is increased (whether by assignment by an Existing Buyer of Applicable Notes and/or New Warrants or all, or any portion, of such Existing Buyer’s Exchange Cap Allocation or otherwise) (an “Exchange Cap Allocation Increase”) and (y) after giving effect to such Exchange Cap Allocation Increase, the Company delivers the applicable Exchange Cap Shares to such Existing Buyer (or its designee) on or prior to the applicable share delivery deadline.

Exchange Cap. The Company shall not be obligated to issue any shares of Common Stock Shares upon conversion of this Note Debenture or otherwise pursuant to the terms of this Note Section 5(e), and no Holder shall be entitled to receive any Common Shares if the issuance of such shares Common Shares would exceed that number of Common Stock would exceed the aggregate number of shares of Common Stock Shares which the Company may issue upon the conversion of this Note or otherwise pursuant to the terms of this Note Debentures and the Warrants without breaching the Company’s obligations under the rules or and regulations of the Principal Trading Market for the Common Stock NYSE MKT (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders shareholders as required by the applicable rules of such Principal Trading Market the NYSE MKT and the Toronto Stock Exchange for issuances of shares of Common Stock Shares in excess of such amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the no Holder shall not be issued in the aggregate, upon conversion of this Note Debenture or otherwise pursuant to the terms of this NoteSection 5(e), shares of Common Stock Shares in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) a fraction, the quotient numerator of (1) which is the original principal amount of this Debenture on the Original Issue Date and the denominator of which is the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount principal amount of all Purchase Agreement Notes when issued of the Debentures on the Original Issue Date (the “Exchange Cap Allocation”). In the event that the Holder sells shall sell or otherwise transfer any portion of this NoteDebenture, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferredAllocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full In the event that, at any time prior to the Maturity Date, the Company issues a number of any holder Common Shares under this Debenture and the Warrants equal to 15% of any the outstanding Common Shares on the date of the Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and or it would otherwise reasonably be expected that the number of shares Common Shares issued pursuant to the Transaction Documents would exceed the Exchange Cap, then the Company will promptly seek the approval of its shareholders as required by the applicable rules of the NYSE MKT and the Toronto Stock Exchange for issuances of Common Stock actually issued to such holder upon such holder’s conversion Shares in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations excess of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewithCap.

Exchange Cap. The Company shall not be obligated to issue any Conversion Shares, Dividend Shares, Warrant Shares or other shares of Common Stock upon conversion of this Note or otherwise to any Buyer pursuant to any of the terms of this Note Transaction Documents if the issuance of such shares of Common Stock would exceed the aggregate that number of shares of Common Stock which that the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note such Buyer without breaching the Company’s 's obligations under the rules or regulations of the Principal Trading Market for of the Common Stock on the Issuance Date (including without limitation NASD Marketplace Rule 4350(i)), or any market or exchange where the Common Stock subsequently trades (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”"EXCHANGE CAP"), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders shareholders as required by the applicable rules of such the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holderholders of the Securities representing at least 50% of the shares of Common Stock underlying the Securities then outstanding. Until such approval or such written opinion is obtained, the Holder no Buyer shall not be issued in the aggregateissued, upon conversion exercise of this Note or otherwise pursuant to any of its rights under the terms of this NoteTransaction Documents, shares of Common Stock in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) a fraction, the quotient numerator of (1) which is the total number of shares of Common Stock underlying the Securities issued to such Buyer pursuant to this Agreement on the Closing Date and the denominator of which is the aggregate original Principal Amount number of this Note when shares of Common Stock underlying all the Securities issued to all the applicable Purchaser Buyers pursuant to this Agreement on the Purchase Agreement divided by Closing Date (2) with respect to each Purchaser, the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”"EXCHANGE CAP ALLOCATION"). In the event that the Holder sells any Buyer shall sell or otherwise transfer any portion of this Notesuch Buyer's Warrants or Preferred Shares, the transferee shall be allocated a pro rata portion of the Holder’s such Buyer's Exchange Cap Allocation with respect to such portion of this Note so transferredAllocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of In the event that any holder of any Purchase Agreement NoteWarrants or Preferred Shares shall exercise all of such holder's rights under the Transaction Documents into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) Securities on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes the Securities then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules of such Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder shall not be issued in the aggregate, upon conversion of this Note or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”). In the event that the Holder sells or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the 4(e) (the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Company shall not issue any shares of Common Stock upon conversion exercise of this Note Warrant or otherwise pursuant to the terms of this Note Warrant if the issuance of such shares of Common Stock (after taking into account the issuance of Common Stock upon conversion of the Debentures issued pursuant to the terms of the Securities Purchase Agreement) would exceed the aggregate number of shares of Common Stock which that the Company may issue upon conversion pursuant to the Debentures and exercise of this Note the Warrants or otherwise pursuant to the terms of this Note the Debentures or Warrants without breaching the Company’s obligations under the rules or and regulations of the Principal Trading Market for the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules of such Principal the Trading Market for issuances of shares of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holderamount. Until such approval or such written opinion is obtained, the Holder shall not aggregate maximum number of shares of Common Stock that all Holders may be issued in the aggregate, upon exercise of any Warrants (after taking into account Common Stock issuable upon conversion of this Note or otherwise the Debentures issued pursuant to the terms of this Note, the Purchase Agreement) or any other issuance pursuant to the terms of the Warrants shall not exceed the Exchange Cap and the Holder shall not be issued any shares of Common Stock pursuant to the terms of the Warrants or Debentures held by it in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”). In the event that the Holder sells or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the Holder’s its Exchange Cap Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holderDebentures). In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the 3(f) (the “Exchange Cap Shares”) to the Holder), the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (Ai) the product of (1x) such number of Exchange Cap Shares and (2y) the Closing Sale Price last closing sale price of the Common Stock on the Trading Day immediately preceding Principal Market (as reported by Bloomberg) on the date the Holder delivers the applicable Notice of Conversion Exercise with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Company shall not issue any shares of Common Stock upon the conversion of this Note or otherwise pursuant to the terms of this Note if that (taken together with the issuance of such shares of Common Stock upon exercise of the Warrant granted in connection with the sale and issuance of this Note) would exceed the aggregate number of shares of Common Stock which that the Company may issue upon exercise or conversion of this Note or otherwise pursuant to the terms of this Note and the Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which that may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such Principal the Trading Market for issuances of shares of Common Stock in excess of such amount the Exchange Cap or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which that opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the no Holder shall not be issued in the aggregate, upon conversion or exercise (as the case may be) of this Note or the Warrant or otherwise pursuant to the terms of this NoteNote or the Warrant, shares of Common Stock in an amount greater than the product of (Ai) the Exchange Cap as of the proposed date of issuance for such shares Issuance Date multiplied by (Bii) the quotient of (1) the aggregate original Principal Amount of this Note when sold and issued to the applicable Purchaser Holder pursuant to the Purchase Agreement divided by on the Closing Date (2) as defined in the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”Agreement). In the event that the any Holder sells shall sell or otherwise transfer any portion of this Notesuch Holder’s Notes, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this such Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of At any holder of time after the Issuance Date and prior to any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations meeting of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis Company’s stockholders, wherein this transaction was approved, in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is then prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the 3.3(b) or for any other reason as prescribed by the SEC or the Trading Market (or such applicable Eligible Market in that the Common Stock of the Company is then principally trading) (the “Exchange Cap Shares”) ), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions portion of this Note that are not convertible into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price equal to the sum of (Ax) the product of (1A) such number of Exchange Cap Shares and (2B) the greatest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date the Holder delivers the applicable Conversion Notice of Conversion with respect to such Exchange Cap Shares to the Company, Company and (Bending on the date of such payment under this Section 3.3(b) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissionscommissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Company shall not issue any shares of Common Stock upon conversion the exercise of this Note or otherwise pursuant to the terms of this Note Warrant if the issuance of such shares of Common Stock taken together with each prior issuance of Common Shares (as defined in the Securities Purchase Agreement) under the Securities Purchase Agreement and any prior issuance of shares of Common Stock upon exercise of the SPA Warrants, collectively, would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder no holder of Warrants (each, a “SPA Warrant Holder”) shall not be issued in the aggregate, upon conversion exercise of this Note or otherwise pursuant to any of the terms of this NoteSPA Warrants, shares of Common Stock in an amount greater than the product of (Ai) the Exchange Cap as of the proposed date of issuance for such shares Issuance Date multiplied by (Bii) the quotient of (1) the aggregate original Principal Amount number of this Note when Common Shares issued to such SPA Warrant Holder as of the applicable Purchaser pursuant to Closing Date (as defined in the Securities Purchase Agreement Agreement) divided by (2) the aggregate original Principal Amount number of all Purchase Agreement Notes when Common Shares issued to the SPA Warrant Holders as of the Closing Date (with respect to each SPA Warrant Holder, the “Exchange Cap Allocation”); provided, that the Exchange Cap Allocation shall be allocated among the Holder’s SPA Warrants (unless the Company and the Holder mutually agree otherwise) as follows: first, to any shares of Common Stock issued or issuable under the Series C Warrants (without regards to any limitations on exercise set forth in Section 1(f)(i) thereof), second, to any shares of Common Stock issued or issuable under the Series B-1 Warrants (without regards to any limitations on exercise set forth in Section 1(f)(i) thereof), third, to any shares of Common Stock issued or issuable under the Series B-2 Warrants (without regards to any limitations on exercise set forth in Section 1(f)(i) thereof) and fourth, to any shares of Common Stock issued or issuable under the Series A Warrants (without regards to any limitations on exercise set forth in Section 1(f)(i) thereof). In the event that the any SPA Warrant Holder sells shall sell or otherwise transfer any portion of this Notesuch SPA Warrant Holder’s SPA Warrants, the transferee shall be allocated a pro rata portion of the such SPA Warrant Holder’s Exchange Cap Allocation with respect to such portion of this Note such SPA Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion exercise in full of any holder of any Purchase Agreement Notean SPA Warrant Holder’s Warrants, the difference (if any) between such holderSPA Warrant Holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder SPA Warrant Holder upon such holderSPA Warrant Holder’s conversion exercise in full of any Purchase Agreement Note such SPA Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders SPA Warrant Holders of such Purchase Agreement Notes (including the Holder) SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes the SPA Warrants then held by each such holderSPA Warrant Holder of SPA Warrants. In the event that the Company is then prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the 1(f)(ii) (the “Exchange Cap Shares”) ), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions portion of this Note that are not convertible Warrant exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price equal to the sum of (Ax) the product of (1A) such number of Exchange Cap Shares and (2B) the greatest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date the Holder delivers the applicable Exercise Notice of Conversion with respect to such Exchange Cap Shares to the Company, Company and ending on the date of such payment under this Section 1(f)(ii) (“Exchange Cap Price”) and (By) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissionscommissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note the Notes or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), as applicable, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such the Principal Trading Market for issuances of shares of Common Stock upon conversion of the Notes or otherwise pursuant to the terms of this Note in excess of such amount or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder no Buyer shall not be issued in the aggregate, upon conversion of this Note any Notes or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (Ai) the Exchange Cap as multiplied by (ii) the quotient of (A) the proposed date aggregate original principal amount of issuance for Notes issued to such shares multiplied Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (B) the quotient of (1) the aggregate original Principal Amount principal amount of this Note when all Notes issued to the applicable Purchaser Buyers pursuant to the Securities Purchase Agreement divided by on the Closing Date (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that the Holder sells any Buyer shall sell or otherwise transfer any portion of this Notesuch Buyer’s Notes, the transferee shall be allocated a pro rata portion of the Holdersuch Buyer’s Exchange Cap Allocation with respect to such portion of this Note such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Notea holder’s Notes, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note such holder’s Notes shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement the Notes then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the 3(d)(ii) (the “Exchange Cap Shares”) to after the Holderdate that is 80 calendar days following the Issuance Date, the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions shares of this Note that are not convertible into such Exchange Cap Shares Common Stock at a price equal to the sum of (Ai) the product of (1x) such number of Exchange Cap Shares and (2y) the greatest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date the Holder delivers the applicable Conversion Notice of Conversion with respect to such Exchange Cap Shares to the Company, Company and ending on the date of such issuance and payment under this Section 3(d)(ii) and (Bii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any Buy-In Payment Amount, any brokerage commissionscommissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewiththerewith (collectively, the “Exchange Cap Share Cancellation Amount”); provided, that no Exchange Cap Share Cancellation Amount shall be due and payable to the Holder to the extent that (x) on or prior to the applicable Share Delivery Deadline, the Exchange Cap Allocation of a Holder is increased (whether by assignment by a holder of Notes or all, or any portion, of such holder's Exchange Cap Allocation or otherwise) (an “Exchange Cap Allocation Increase”) and (y) after giving effect to such Exchange Cap Allocation Increase, the Company delivers the applicable Exchange Cap Shares to the Holder (or its designee) on or prior to the applicable Share Delivery Deadline.

Exchange Cap. The Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock upon conversion of this Note or otherwise pursuant to this Agreement, and the terms of this Note if the issuance of such Investor shall not purchase or acquire any shares of Common Stock would exceed pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note or otherwise that would be issued pursuant to this Agreement and the terms transactions contemplated hereby would exceed [•]2 (such number of this Note without breaching the Company’s obligations under the rules or regulations shares equal to 19.99% of the Principal Trading Market for the Common Stock (the number of shares of Common Stock issued and outstanding immediately prior to the Closing on the Closing Date under this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be issued without violating aggregated with the transactions contemplated by this Agreement under applicable rules of the Trading Market (such rules and regulationsmaximum number of shares, the “Exchange Cap”), except that such limitation shall not apply in unless the event that Company’s stockholders have approved the Company (i) obtains the approval of its stockholders as required by the applicable rules of such Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder shall not be issued in the aggregate, upon conversion of this Note or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”). In the event that the Holder sells or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Agreement in excess of the Exchange Cap Shares”) to in accordance with the Holderapplicable rules of the Trading Market. For the avoidance of doubt, the Company may, but shall pay cash be under no obligation to, request its stockholders to approve the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares issuance of Common Stock pursuant to deliver in satisfaction of a sale by this Agreement; provided, that if such stockholder approval is not obtained, the Holder of Exchange Cap Sharesshall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)). 2 To be inserted by amendment to this agreement on the Closing Date. SeaStar Medical and/or LMFAO to confirm with Nasdaq that the Exchange Cap will be calculated at Closing, brokerage commissions, if any, since that is when this agreement is “effective” (aside from Commitment Fee and legal fee reimbursement obligations) and pre-merger effective time capital structure is not relevant to what post-merger cap structure of the Holder incurred in connection therewithCompany will be etc. Also, the commitment shares are being calculated based on market price of post-merger Company, not LMFAO market price of Class A common stock.

Exchange Cap. The Company shall hereby agrees not issue any shares of Common Stock upon conversion the exercise of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed 14,747,065 shares of Common Stock (19.99% of the shares of Common Stock outstanding as of as of the date hereof), which is the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Nasdaq Capital Market (the “Principal Trading Market for the Common Stock Market”) (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder (together with any subsequent holder of any of the Note, collectively, the “Buyers” and each a “Buyer”) shall not be issued in the aggregate, upon conversion exercise of this any of the Note or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (Ai) the Exchange Cap as of the proposed date of issuance for such shares Issuance Date multiplied by (Bii) the quotient of (1) the aggregate original Principal Amount number of this Note when issued to the applicable Purchaser shares of Common Stock initially exercisable pursuant to the Note held by such Buyer without regard for any limitations on exercise set forth therein (as measured as of the Closing Date (as defined in the Securities Purchase Agreement Agreement)) divided by (2) the aggregate original Principal Amount number of shares of Common Stock initially exercisable pursuant to the Note held by all Purchase Agreement Notes when issued Buyers without regard to any limitations on exercise set forth therein (as measured as of the Closing Date) (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that the Holder sells any Buyer shall sell or otherwise transfer any portion of this such Buyer’s Note, the transferee shall be allocated a pro rata portion of the Holdersuch Buyer’s Exchange Cap Allocation with respect to such portion of this such Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion exercise in full of any holder of any Purchase Agreement the Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion exercise in full of any Purchase Agreement such Note shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) Note on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes the Note then held by each such holderholder of Note. In the event that after the Stockholder Meeting Deadline (as defined in the Amendment) the Company is then prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the paragraph (the “Exchange Cap Shares”) ), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions portion of this Note that are not convertible Warrant exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price equal to the sum of (Ax) the product of (1A) such number of Exchange Cap Shares and (2B) the greatest Closing Sale Price (as defined in the Note) of the Common Stock on the any Trading Day immediately preceding (as defined in the Note) during the period commencing on the date the Holder delivers the applicable Exercise Notice of Conversion (as defined in the Note) with respect to such Exchange Cap Shares to the Company, Company and ending on the date of such payment under this paragraph and (By) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissionscommissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Company shall not issue any shares of Common Stock upon conversion the exercise of this Note or otherwise pursuant to the terms of this Note Warrant if the issuance of such shares of Common Stock taken together with each prior issuance of Conversion Shares (as defined in the Purchase Agreement) and any prior issuance of shares of Common Stock upon exercise of the Warrants, collectively, would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note the Notes or otherwise pursuant to exercise of the terms of this Note Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for (as defined in the Common Stock Notes) (the number of shares of Common Stock which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such Principal Trading Market for issuances of shares of Common Stock in excess of such amount Shareholder Approval or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder no holder of Warrants (each, a “Warrant Holder”) shall not be issued in the aggregate, upon conversion or exercise (as the case may be) of this Note any Notes or any of the Warrants or otherwise pursuant to the terms of this Notethe Notes or the Warrants, shares of Common Stock in an amount greater than the product of (Ai) the Exchange Cap as of the proposed date of issuance for such shares Initial Exercise Date multiplied by (Bii) the quotient of (1) the aggregate original Principal Amount principal amount of this Note when Notes issued to the applicable Purchaser pursuant to the Purchase Agreement Warrant Holder divided by (2) the aggregate original Principal Amount principal amount of all Notes issued to the Purchasers pursuant to the Purchase Agreement Notes when issued on the Closing Date (with respect to each Warrant Holder, the “Exchange Cap Allocation”). In the event that the any Warrant Holder sells shall sell or otherwise transfer any portion of this Notesuch Warrant Holder’s Warrants, the transferee shall be allocated a pro rata portion of the such Warrant Holder’s Exchange Cap Allocation with respect to such portion of this Note such Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of any holder of any Purchase Agreement Notea Warrant Holder’s Notes and Warrants, the difference (if any) between such holderWarrant Holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Warrant Holder upon such holderWarrant Holder’s conversion in full of any Purchase Agreement Note such Notes and exercise in full of such Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) and Warrants on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement the Notes and Warrants then held by each such holderholder of Notes and Warrants. In If, due to the event that Company’s failure to obtain Shareholder Approval, the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the 2(f) (the “Exchange Cap Shares”) to the Holder), the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions portion of this Note that are not convertible Warrant exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price equal to the sum of (Ax) the product of (1A) such number of Exchange Cap Shares and (2B) the greatest Closing Sale Price (as defined in the Notes) of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date the Holder delivers the applicable Notice of Conversion Exercise with respect to such Exchange Cap Shares to the Company, Company and ending on the date of such payment under this Section 2(f) and (By) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any Buy-In amount (as defined in Section 2(d)(iv)), any brokerage commissionscommissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewiththerewith (collectively, the “Exchange Cap Shares Cancellation Amount”).

Exchange Cap. The Notwithstanding anything to the contrary set forth in this Warrant, the Company shall not be obligated to issue any Ordinary Shares upon exercise of this Warrant, and the holder of this Warrant shall not have the right to receive upon exercise of any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note Warrant, if the issuance of such shares of Common Stock Ordinary Shares would exceed the aggregate number of shares of Common Stock Ordinary Shares which the Company may issue upon conversion exercise or conversion, as applicable, of this Note or otherwise pursuant to Warrant and the terms of this Note Agreement Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Trading Market for the Common Stock (Nasdaq, which aggregate number equals 19.99% of the number of shares which may be issued without violating such rules and regulations, outstanding on the “Closing Date (the "Exchange Cap”"), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such Principal Trading Market Nasdaq for issuances of shares of Common Stock Ordinary Share in excess of such amount or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the HolderRequired Holders. Until such approval or such written opinion is obtained, none of the Holder Holders shall not be issued in the aggregate, upon conversion exercise of this Note Warrant or otherwise pursuant to the terms of this NoteAgreement Warrants, shares of Common Stock Ordinary Shares in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) a fraction, the quotient numerator of (1) which is the aggregate original Principal Amount total amount of Ordinary Shares issuable to the Holder upon exercise of this Note when issued Warrant and the denominator of which is the total amount of Ordinary Shares issuable to all Holders upon exercise of this Warrant and the applicable Purchaser pursuant Agreement Warrants (with respect to each Holder, the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “"Exchange Cap Allocation”"). In the event that the any Holder sells shall sell or otherwise transfer any portion of this Notesuch Holder’s Warrant, the transferee shall be allocated a pro rata portion of the such Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferredAllocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of In the event that any holder of any Purchase Agreement Notethis Warrant shall exercise all of such holder's Warrant into a number of Ordinary Shares which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) 's Exchange Cap Allocation and the number of shares of Common Stock Ordinary Shares actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) this Warrant on a pro rata basis in proportion to the aggregate exercise price of shares of Common Stock underlying such Purchase Agreement Notes this Warrant then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.

Exchange Cap. The Company shall (a) Notwithstanding the foregoing provision, the Issuers will not issue any be entitled to deliver shares of Common Stock upon conversion of this Note to a Person or otherwise pursuant any Affiliate thereof (other than any Permitted Holder) that beneficially owns the Notes to the terms extent (but only to the extent) that such receipt would cause such Person or any Affiliate thereof to become, directly or indirectly, a “beneficial owner” (within the meaning of this Note if Section 13(d) of the issuance Exchange Act and the rules and regulations promulgated thereunder) of such more than 19.9% of the shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock outstanding at such time (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”). Each beneficial owner shall, except that upon delivery of the relevant exchange notice, give notice to the Issuers of each such limitation beneficial owner’s ownership of Common Stock and each beneficial owner agrees to furnish to the Issuers any information reasonably requested by the Issuers in connection with the calculation of the Exchange Cap. The Issuers and the Exchange Agent shall be entitled to rely upon such information. The Issuers shall not apply be in breach of any provision of this Indenture or the event that Notes with respect to the Company Common Stock issued in reliance on such information and shall have no liability (iand shall be indemnified for any liability) obtains as a result of the approval issuance of its stockholders as required by any shares of Common Stock to any holder in excess of the applicable rules of Exchange Cap issued in reliance on such Principal Trading Market for issuances information. (b) Any purported delivery of shares of Common Stock in excess upon exchange of such amount or (ii) obtains a written opinion from outside counsel Notes shall be void and have no effect to the Company extent (but only to the extent) that such approval is not required, which opinion shall be delivery would result in form and substance reasonably satisfactory to the Holder. Until such approval any Person or such written opinion is obtained, the Holder shall not be issued in the aggregate, upon conversion of this Note or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater any Affiliate thereof (other than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”). In the event that the Holder sells or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Permitted Holder) on a pro rata basis in proportion to becoming the beneficial owner of more than 19.9% of the shares of Common Stock underlying outstanding at such Purchase Agreement Notes then held by each such holdertime. In If the event that Issuers elect to satisfy the Company is prohibited from issuing any Exchange Obligation in shares of Common Stock pursuant to this Section 4(e)(the “but have been notified by an exchanging Holder that the Exchange Cap Shares”) to the Holderwould be exceeded, the Company shall pay cash to Issuers may settle the Holder Exchange Obligation in exchange Common Stock for the redemption portion of such portions the principal amount (in integral multiples of this Note $1,000) that are would not convertible into such cause the Exchange Cap Shares at a price to be exceeded. The Issuers will settle each remaining $1,000 principal amount of Notes exchanged for cash equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, Daily Settlement Value for each of the Holder incurred 25 Trading Days during the related Observation Period in connection therewiththe manner provided in Section 1304.

Exchange Cap. The Company shall not issue any shares of Common Stock upon the conversion of this Note or otherwise pursuant to the terms of this Note if that (taken together with the issuance of such shares of Common Stock upon exercise of the Warrant granted in connection with the sale and issuance of this Note) would exceed the aggregate number of shares of Common Stock which that the Company may issue upon exercise or conversion of this Note or otherwise pursuant to the terms of this Note and the Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which that may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such Principal the Trading Market for issuances of shares of Common Stock in excess of such amount the Exchange Cap or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which that opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the no Holder shall not be issued in the aggregate, upon conversion or exercise (as the case may be) of this Note or the Warrant or otherwise pursuant to the terms of this NoteNote or the Warrant, shares of Common Stock in an amount greater than the product of (Ai) the Exchange Cap as of the proposed date of issuance for such shares Issuance Date multiplied by (Bii) the quotient of (1) the aggregate original Principal Amount of this Note when sold and issued to the applicable Purchaser Holder pursuant to the Purchase Agreement divided by on the Closing Date (2) as defined in the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”Agreement). In the event that the any Holder sells shall sell or otherwise transfer any portion of this Notesuch Holder’s Notes, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this such Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of At any holder of time after the Issuance Date and prior to any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations meeting of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis Company’s stockholders, wherein this transaction was approved, in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is then prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the 3.3(b) or for any other reason as prescribed by the SEC or the Trading Market (or such applicable Eligible Market in that the Common Stock of the Company is then principally trading) (the “Exchange Cap Shares”) ), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the redemption cancellation of such portions portion of this Note that are not convertible into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price equal to the sum of (Ax) the product of (1A) such number of Exchange Cap Shares and (2B) the greatest Closing Sale Price of the Common Stock on the any Trading Day immediately preceding during the period commencing on the date the Holder delivers the applicable Conversion Notice of Conversion with respect to such Exchange Cap Shares to the Company, Company and (Bending on the date of such payment under this Section 3.3(b) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissionscommissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.. ADN Advent Technologies Holdings - Hudson Convertible Note August 2025.2 7

Exchange Cap. The Notwithstanding any other provision herein, the Company shall not be obligated to issue any shares of Common Stock upon conversion exercise of this Note or otherwise pursuant to the terms of this Note Warrant if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of this Note or otherwise pursuant Exchange Cap, as that term is defined herein, if and to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market for the Common Stock (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”)extent applicable, except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules and regulations of such Principal the Trading Market for issuances of shares of Common Stock in excess of such amount the Exchange Cap and until completion of the Authorized Share Increase, or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the no Holder of this Warrant shall not be issued in the aggregateissued, upon conversion of exercise this Note or otherwise pursuant to the terms of this NoteWarrant, shares of Common Stock in an amount that, when added to all Securities issued to such Holder, is greater than the product of (Ax) the Exchange Cap as of the proposed date of issuance for such shares amount multiplied by (By) a fraction, the quotient numerator of (1) which is the number of Warrant Shares issuable upon exercise to such Holder pursuant to this Warrant and the denominator of which is the aggregate original Principal Amount amount of this Note when issued all the Warrant Shares issuable upon exercise to the applicable Purchaser pursuant to Holders of all Warrants issued under the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap AllocationAllocation Amount”). In the event that the Holder sells shall sell or otherwise transfer any portion of this NoteWarrant, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion Amount. In the event that the Holder shall exercise all of this Note so transferredWarrant into a number of shares of Common Stock that, and in the restrictions of aggregate, is less than the prior sentence shall apply to such transferee with respect to the portion of the Exchange Holder’s Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement NoteAmount, then the difference (if any) between such holderthe Holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note Holder shall be allocated to the respective Exchange Cap Allocations Allocation Amounts of the remaining holders of such Purchase Agreement Notes (including the Holder) Purchasers on a pro rata basis in proportion to the shares number of Common Stock underlying such Purchase Agreement Notes Warrant Shares issuable upon exercise then held by each such holderthe Purchasers. In For the event that purposes of this Section 2(f), “Exchange Cap” shall mean the Company is prohibited from issuing any Trading Market’s limitation against Holder’s acquisition of shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the HolderPurchase Agreement, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent that after giving effect thereto, the Holder purchases (in an open market transaction or otherwise) aggregate number of shares of Common Stock that would be issued pursuant to deliver in satisfaction the Purchase Agreement and the Transactions contemplated thereby would exceed 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of the Agreement, which number of shares would be reduced, on a sale share-for-share basis, by the Holder number of Exchange Cap Shares, brokerage commissions, if any, shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Holder incurred in connection therewithTrading Market.

Exchange Cap. The Company shall not issue or sell any shares of Common Stock upon conversion of this Note or otherwise Shares pursuant to this Agreement, and the terms of Investor shall not purchase or acquire any Common Shares pursuant to this Note if Agreement, to the issuance of such shares of Common Stock would exceed extent that after giving effect thereto, the aggregate number of shares Common Shares that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed the amount of Common Stock which Shares representing 19.99% of the Company may issue upon conversion voting power or number of Common Shares, issued and outstanding immediately prior to the execution of this Note Agreement, which number of shares shall be reduced, on a share-for-share basis, by the number of Common Shares issued or otherwise issuable pursuant to any transaction or series of transactions that may be aggregated with the terms of transactions contemplated by this Note without breaching the Company’s obligations Agreement under the applicable rules or regulations of the Principal Trading Market for the Common Stock (the such maximum number of shares which may be issued without violating such rules and regulationsshares, the “Exchange Cap”), except that such limitation shall not apply in the event that unless the Company (i) obtains is entitled to rely on a Nasdaq Home Country exemption or if the approval Company’s shareholders have approved the issuance of its stockholders as required by Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market, unless “average price” of all purchases under the Purchase Agreement equals or exceeds the Minimum Price, adjusted to take into account the Commitment Shares such Principal Trading Market for that issuances of shares and sales of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel under this Agreement are deemed “at market” pursuant to the corporate governance rules of the Principal Market. If the Company issues shares above the Exchange Cap in reliance on this clause, the “average price” of all purchases under the Purchase Agreement for the remainder of the term of the Purchase Agreement must always equal or exceed the Minimum Price. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders to approve the issuance of Common Shares pursuant to this Agreement; provided, that if such shareholder approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder Exchange Cap shall not be issued in the aggregate, upon conversion applicable for all purposes of this Note or otherwise pursuant to Agreement and the terms transactions contemplated hereby at all times during the term of this Note, shares of Common Stock in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”). In the event that the Holder sells or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewithAgreement.

Exchange Cap. The Company shall not issue or sell any shares of Common Stock upon conversion of this Note or otherwise Shares pursuant to this Agreement, and the terms of Investors shall not purchase or acquire any Common Shares pursuant to this Note if Agreement, to the issuance of such shares of Common Stock would exceed extent that after giving effect thereto, the aggregate number of shares Common Shares that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed ____________ Common Shares (representing 19.99% of the voting power or number of Common Stock which Shares, issued and outstanding immediately prior to the Company may issue upon conversion execution of this Note Agreement, subject to the Exchange Cap Allocation), which number of shares shall be reduced, on a share-for-share basis, by the number of Common Shares issued or otherwise issuable pursuant to any transaction or series of transactions that may be aggregated with the terms of transactions contemplated by this Note without breaching the Company’s obligations Agreement under the applicable rules or regulations of the Principal Trading Market for the Common Stock (the such maximum number of shares which may be issued without violating such rules and regulationsshares, the “Exchange Cap”), except that such limitation shall not apply unless the Company’s shareholders have approved the issuance of Common Shares pursuant to this Agreement in excess of the event that the Company (i) obtains the approval of its stockholders as required by Exchange Cap in accordance with the applicable rules of the Principal Market, unless “average price” of all purchases under the Purchase Agreement equals or exceeds the Minimum Price, adjusted to take into account the Commitment Shares such Principal Trading Market for that issuances of shares and sales of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel under this Agreement are deemed “at market” pursuant to the corporate governance rules of the Principal Market. If the Company issues shares above the Exchange Cap in reliance on this clause, the “average price” of all purchases under the Purchase Agreement for the remainder of the term of the Purchase Agreement must always equal or exceed the Minimum Price.. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its shareholders to approve the issuance of Common Shares pursuant to this Agreement; provided, that if such shareholder approval is not required, which opinion shall be in form and substance reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, the Holder Exchange Cap shall not be issued in the aggregate, upon conversion applicable for all purposes of this Note or otherwise pursuant to Agreement and the terms transactions contemplated hereby at all times during the term of this Note, shares of Common Stock in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note when issued to the applicable Purchaser pursuant to the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “Exchange Cap Allocation”). In the event that the Holder sells or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of any holder of any Purchase Agreement Note, the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) on a pro rata basis in proportion to the shares of Common Stock underlying such Purchase Agreement Notes then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewithAgreement.

Exchange Cap. The Notwithstanding anything to the contrary set forth in this Warrant, the Company shall not be obligated to issue any shares of Common Stock upon conversion exercise of this Note or otherwise pursuant to Warrant, and the terms holder of this Note Warrant shall not have the right to receive upon exercise of any shares of this Warrant, if the issuance of such shares of Common Stock would exceed the aggregate number of shares Shares of Common Stock which the Company may issue upon conversion exercise or conversion, as applicable, of this Note or otherwise pursuant to Warrant and the terms of this Note Agreement Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Trading Market for the Common Stock (Nasdaq, which aggregate number equals 19.99% of the number of shares which may be issued without violating such rules and regulations, outstanding on the “Closing Date (the "Exchange Cap”"), except that such limitation shall not apply in the event that the Company (iA) obtains the approval of its stockholders as required by the applicable rules of such Principal Trading Market Nasdaq for issuances of shares of Common Stock in excess of such amount or (iiB) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be in form and substance reasonably satisfactory to the HolderRequired Holders. Until such approval or such written opinion is obtained, none of the Holder Holders shall not be issued in the aggregate, upon conversion exercise of this Note Warrant or otherwise pursuant to the terms of this NoteAgreement Warrants, shares of Common Stock in an amount greater than the product of (A) the Exchange Cap as of the proposed date of issuance for such shares multiplied by (B) a fraction, the quotient numerator of (1) which is the aggregate original Principal Amount total amount of shares of Common Stock issuable to the Holder upon exercise of this Note when issued Warrant and the denominator of which is the total amount of shares of Common Stock issuable to all Holders upon exercise of this Warrant and the applicable Purchaser pursuant Agreement Warrants (with respect to each Holder, the Purchase Agreement divided by (2) the aggregate original Principal Amount of all Purchase Agreement Notes when issued (the “"Exchange Cap Allocation”"). In the event that the any Holder sells shall sell or otherwise transfer any portion of this Notesuch Holder’s Warrant, the transferee shall be allocated a pro rata portion of the such Holder’s Exchange Cap Allocation with respect to such portion of this Note so transferredAllocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of In the event that any holder of any Purchase Agreement Notethis Warrant shall exercise all of such holder's Warrant into a number of shares of Common Stock which, in the aggregate, is less than such holder's Exchange Cap Allocation, then the difference (if any) between such holder’s “exchange cap allocation” (under and as defined in such Purchase Agreement Note) 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of any Purchase Agreement Note shall be allocated to the respective Exchange Cap Allocations of the remaining holders of such Purchase Agreement Notes (including the Holder) this Warrant on a pro rata basis in proportion to the aggregate exercise price of shares of Common Stock underlying such Purchase Agreement Notes this Warrant then held by each such holder. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant to this Section 4(e)(the “Exchange Cap Shares”) to the Holder, the Company shall pay cash to the Holder in exchange for the redemption of such portions of this Note that are not convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price on the Trading Day immediately preceding the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the Company, and (B) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.