Common use of Issuance Limitations Clause in Contracts

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation has not obtained Shareholder Approval, then the Corporation may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Exchange Agreement, and (ii) in connection with the conversion of the Class B Preferred Stock, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that shares of Common Stock issued to and then held by the Holder as a result of conversions of Notes shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either this Note or the principal amount ofissuance of shares of Common Stock for the payment of principal, interest or Interest thereon, this Noteliquidated damages, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes issued pursuant to the Exchange AgreementPurchase Agreement or as payment of principal, and interest or liquidated damages, (iiB) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date date of the Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all HoldersHolders under the Purchase Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts In determining the issuance limitation contained in this paragraph in connection with any conversions or redemptions pursuant to obtain Shareholder Approval Section 6 below, the number of Warrant Shares issuable upon exercise of all the Warrants (and the Holder understands and agrees that shares of Common Stock underlying any warrants issued to and then held by the Holder any registered broker-dealer as a result fee in connection with the issuance of conversions of Notes the Securities pursuant to the Purchase Agreement) shall not be entitled applied first against the Issuable Maximum (and shall be deemed to cast votes on any resolution to obtain Shareholder Approval pursuant heretohave been issued for such purposes).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 7,106,055 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation has not obtained Shareholder Approval, then the Corporation may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a (a) The total number of shares of Common Stock whichissued or issuable upon conversion of the Securities, when as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest (as defined in the Form of Security set forth in Exhibit A attached hereto) in respect of the Securities or otherwise (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company pursuant to (i) those certain Early Conversion Agreements dated as of July 10, 2003 between the Company and the holders identified therein (the "Early Conversion Agreements") and (ii) any other transactions which are aggregated or integrated with the Common Stock issued or issuable upon conversion of the Notes or as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities for purposes of any such rule or regulation) shall not exceed the maximum number of shares of Common Stock issued on or after which the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued Company can so issue pursuant to the Exchange Agreement, and (ii) in connection with the conversion any rule or regulation of the Class B Preferred StockNYSE (or any other principal United States securities market on which the Common Stock trades) (the "Maximum Interest Share Amount"), would exceed which as of the Issuance Date was 27,532,042 (19.99% of the total shares of Common Stock outstanding on the Issuance Date), subject to equitable adjustments from time to time for stock splits, stock dividends combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issuance Date. The limitation set forth in this Section 5.17(a) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances (as defined below) or if the Stockholder Approval (as defined below) has been obtained. (b) In the event that, following the consummation of the transactions contemplated by the Early Conversion Agreements, the number of shares of Common Stock issuable upon conversion of the then-outstanding on Securities, when added to the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that shares of Common Stock previously issued and included in the computation of the Maximum Interest Share Amount, would exceed the Maximum Interest Share Amount, then, in lieu of receiving shares of Common Stock upon conversion of the Notes, a holder will be entitled, upon any such conversion, to receive an amount of cash equal to the As Converted Value (as defined in paragraph 5 of the Form of Security set forth in Exhibit A attached hereto and then held substituting the date on which the election to convert is delivered to the Conversion Agent for the "date on which a Notice of Redemption is sent" referred to clause (z) in said paragraph 5), provided that the limitation set forth in this Section 5.17(b) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances or the Stockholder Approval has been obtained. (c) Following the consummation of the transactions contemplated by the Holder Early Conversion Agreements, interest on the Securities (including Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest) shall be paid by the Company in cash unless prior to the issuance of shares of Common Stock in lieu thereof, the Company (i) is permitted (or not prohibited) by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock as such interest in respect of the Securities in excess of the Maximum Interest Share Amount (a result "Permitted Issuance") or (ii) has obtained stockholder approval of conversions the issuance of Notes shall not be entitled to cast votes shares of Common Stock as interest on any resolution to obtain Shareholder Approval pursuant hereto.the Securities in excess of the Maximum Interest Share

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 4,855,108 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

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

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Securities Purchase Agreement), then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Issuance Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Agreement, Securities Purchase Agreement and (ii) in connection with the conversion of any Series A Preferred Stock in accordance with the Class B Certificate of Designations for Series A Preferred StockStock and/or the Second Amendment and Exchange Agreement, dated November 4, 2024, by and among the Company and the signatory party thereto, as applicable, that would exceed 19.99% otherwise breach the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the likeofferings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”)). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Issuance Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Senior Convertible Debt held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Senior Convertible Debt and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Senior Convertible Debt was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and At any time after the Holder understands and agrees Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement), in the event that the Company is prohibited from issuing shares of Common Stock issued pursuant to this Section 4(e) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and then held by (y) the greatest closing sale price of the Common Stock on any Trading Day during the period commencing on the date the Holder as a result delivers the applicable Notice of conversions Conversion with respect to such Exchange Cap Shares to the Company and ending on the date of Notes shall not be entitled such issuance and payment under this Section 4(e) and (ii) to cast votes on the extent of any resolution Buy-In related thereto, payment amount with respect to obtain Shareholder Approval pursuant heretoany such Buy-In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (iiB) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 9,532,009 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Exchange Agreement), then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Agreement, Agreement and (ii) in connection with convertible loans (the conversion “Senior Convertible Debt”) issued pursuant to that Second Secured Term Loan Agreement, dated January 30, 2024, by and among the Company and the Lenders party thereto (the “Second Term Loan Agreement”), that would otherwise breach the Company’s obligations under the rules or regulations of the Class B Preferred Stock, would exceed 19.99% of Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the likeofferings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all HoldersHolders and Senior Convertible Debt issued pursuant to the Second Term Loan Agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Senior Convertible Debt held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Senior Convertible Debt and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Senior Convertible Debt was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and At any time after the Holder understands and agrees Stockholder Meeting Deadline (as defined in the Exchange Agreement), in the event that the Company is prohibited from issuing shares of Common Stock issued pursuant to this Section 4(e) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and then held by (y) the greatest closing sale price of the Common Stock on any Trading Day during the period commencing on the date the Holder as a result delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of conversions such issuance and payment under this Section 4(e) and (ii) to the extent of Notes shall not be entitled any Buy-In related thereto, payment amount with respect to cast votes on any resolution to obtain Shareholder Approval pursuant heretosuch Buy-In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Agreement, Purchase Agreement and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 274,852 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant hereto.is obtained and effective. The Warrants are amended to add the following as new Section 2(f):

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 2,579,914 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Stockholder Approval, then the Corporation Company may not issue, upon conversion exercise of either the principal amount of, or Interest thereon, this NoteWarrant, a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date date of exercise of this Warrant (i) in connection with the conversion any exercise of any Notes Warrants issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion of any Preferred Stock issued pursuant to the Class B Preferred StockPurchase Agreement, and (iii) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 4,459,725 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations recapitalizations, and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to based on the quotient obtained by dividing (xpercentage derived from the formula provided in Section 6(e) the original principal amount of the Holder’s Note by Certificate of Designation (y) as defined in the aggregate original principal amount of all Notes issued on the Original Issue Date to all HoldersPurchase Agreement). In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Warrants and shares of Class B Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Warrants or shares of Class B Preferred Stock and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Warrants and shares of Class B Preferred Stock was less than the Holdersuch H▇▇▇▇▇’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder For avoidance of doubt, unless and until any required Stockholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain Shareholder portion of the Issuable Maximum and shall be unexercisable unless and until such Stockholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation has not obtained Shareholder Approval, then the Corporation may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a (a) The total number of shares of Common Stock whichissued or issuable as Additional Interest, when Additional Voluntary Conversion Interest or Optional Redemption Interest (as defined in the Form of Security set forth in Exhibit A attached hereto) in respect of the Securities (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities for purposes of any such rule or regulation) shall not exceed the maximum number of shares of Common Stock issued on or after which the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued Company can so issue pursuant to the Exchange Agreement, and (ii) in connection with the conversion any rule or regulation of the Class B Preferred StockNYSE (or any other principal United States securities market on which the Common Stock trades) (the "Maximum Interest Share Amount"), would exceed which as of the Issuance Date shall be 4,311,735 (19.99% of the number of total shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splitsIssuance Date, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that 23,220,307 shares of Common Stock issued issuable upon conversion of the Securities), subject to equitable adjustments from time to time for stock splits, stock dividends combinations, capital reorganizations and then held similar events relating to the Common Stock occurring after the Issuance Date. The limitation set forth in this Section 5.17(a) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances (as defined below) or if the Stockholder Approval has been obtained. (b) In the event the Company issues the Maximum Interest Share Amount as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities prior to the date that all of the Securities have been converted into shares of Common Stock, any further payments by the Holder as a result Company of conversions Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of Notes the Securities shall be in cash, provided that the limitation set forth in this Section 5.17(b) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances or the Stockholder Approval has been obtained. (c) Interest on the Securities (other than Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest) shall be entitled paid by the Company in cash unless prior to cast votes the issuance of shares of Common Stock in lieu thereof, the Company (i) is permitted (or not prohibited) by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock as such interest in respect of the Securities in excess of the Maximum Interest Share Amount (a "Permitted Issuance") or (ii) has obtained stockholder approval of the issuance of shares of Common Stock as interest on the Securities in excess of the Maximum Interest Share Amount in accordance with applicable law and the rules and regulations of any resolution to obtain Shareholder Approval pursuant heretostock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the "Stockholder Approval").

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (iiB) in connection with any Warrants issued pursuant to the conversion Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 2 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to If the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Stockholder Approval, then the Corporation Company may not issue, issue upon conversion exercise of either the principal amount of, or Interest thereon, this Note, Warrant a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the conversion issuance of any Notes issued Securities pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion of the Class B Preferred Stock, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (19.9%, subject to adjustment for reverse and forward and reverse stock splits, recapitalizations stock dividends, stock combinations and other similar transactions of the like) Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). Each The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note original Subscription Amount (as defined in the Purchase Agreement) by (y) the aggregate original principal amount Subscription Amount of all Notes issued on holders pursuant to the Original Issue Date to all HoldersPurchase Agreement. In addition, each the Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder Purchaser no longer holds any Notes or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder such Purchaser pursuant to the Holder’s Notes and shares of Class B Preferred Stock its Warrants was less than the Holdersuch Purchaser’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder For avoidance of doubt, unless and until any required Stockholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain Shareholder portion of the Issuable Maximum and shall be unexercisable unless and until such Stockholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the Purchase Agreement, (B) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (iiC) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (D) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 4,591,203 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (D) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

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

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

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder ApprovalStockholder Approval (as defined in the Exchange Agreements), then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteLoans, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Closing Date and prior to such Conversion Date (iI) in connection with the conversion of any Notes issued pursuant to the Exchange Agreement, Loans and (iiII) in connection with the conversion of any Debentures issued pursuant to the Class B Preferred StockExchange Agreements on or prior to the six month anniversary of the Closing Date (the “Applicable Debentures”), that would exceed 19.99% otherwise breach the Company’s obligations under the rules or regulations of the principal Trading Market of the Common Stock (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the likeofferings under NASDAQ Listing Rule 5635(d) (such applicable number of shares, the “Issuable Maximum”). Each Holder Lender shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Loans on the Closing Date by (y) the original principal amount of the Loans on the Closing Date and the aggregate original principal amount of all Notes Applicable Debentures issued on pursuant to the Original Issue Date to all HoldersExchange Agreements. In addition, each Holder Lender may allocate its pro-rata portion of the Issuable Maximum among Notes Applicable Debentures and shares of Class B Preferred Stock Loans held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder Lender no longer holds any Notes Applicable Debentures or shares of Class B Preferred Stock Loans and the amount of shares issued to the Holder Lender pursuant to the HolderLender’s Notes Applicable Debentures and shares of Class B Preferred Stock Loans was less than the HolderLender’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and At any time after the Holder understands and agrees Stockholder Meeting Deadline (as defined in the Exchange Agreements), in the event that the Company is prohibited from issuing shares of Common Stock issued pursuant to this Section 4(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Applicable Debenture convertible into such Exchange Cap Shares at a price equal to the sum of (A) the product of (x) such number of Exchange Cap Shares and then held by (y) the Holder as a result greatest closing sale price of conversions of Notes shall not be entitled to cast votes the Common Stock on any resolution Trading Day during the period commencing on the date the Lender delivers the applicable Conversion Notice with respect to obtain Shareholder Approval pursuant heretosuch Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 4(d)(ii) and (B) to the extent of any Buy-In related thereto, payment amount with respect to any such Buy-In hereunder, any brokerage commissions and other out-of-pocket expenses, if any, of the Lender incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement and the January 2008 Purchase Agreement, and (iiB) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and the January 2008 Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement and the January 2008 Purchase Agreement, would exceed 19.99% of the number of [5,683,779] shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement and the Holder understands and agrees January 2008 Purchase Agreement as described in (C) above shall provide that shares of Common Stock issued to and then held by the Holder as a result of conversions of Notes such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (iiB) in connection with any Warrants issued pursuant to the conversion Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 6,340,084 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Class B Preferred StockPurchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval Company and the Holder understands understand and agrees agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Notes Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 8,104,000 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

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

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 10,458,000 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

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

Issuance Limitations. Notwithstanding anything herein The Company shall not be obligated to issue, and the contraryHolder shall not have the right to receive, if the upon exercise of this Warrant, any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue in the aggregate pursuant to the terms of the Preferred Stock and exercise of this Warrant without breaching the Company's obligations under the rules or regulations of the Nasdaq Capital Markets (the “Exchange Cap”), except that such limitation shall not apply (i) 20 calendar days after a definitive information statement is sent by the Company to all stockholders as of the relevant record date or (ii) in the event the Company obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be traded on reasonably satisfactory to the Company and each Holder. Until such date or such written opinion is obtained, no holder of this Warrant shall be issued in the aggregate pursuant to the terms hereof, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a national securities exchange fraction, the numerator of which is the number of Warrants originally issued to such Holder pursuant to the Exchange Agreements and the Corporation has not obtained Shareholder Approvaldenominator of which is the aggregate number of Warrants issued pursuant to the Exchange Agreements (with respect to each Holder, then the Corporation “Exchange Cap Allocation”). Each Holder may not issueallocate its Exchange Cap Allocation among Preferred Stock and Warrants held by it in its sole discretion. In the event that the Holder shall sell or otherwise transfer any of the Holder's Warrants, upon conversion the transferee shall be allocated a pro rata portion of either the principal amount ofHolder's Exchange Cap Allocation, or Interest thereon, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Note, Warrant shall exercise all of such holder's Warrants into a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after in the Original Issue Date aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder's Exchange Cap Allocation and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Exchange Agreement, and (ii) in connection with the conversion of the Class B Preferred Stock, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject actually issued to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder holder shall be entitled allocated to a portion the respective Exchange Cap Allocations of the Issuable Maximum equal remaining holders of Warrants on a pro rata basis in proportion to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that shares of Common Stock issued to and Warrants then held by the Holder as a result of conversions of Notes shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoeach such Holder.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 3,090,915 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange [Purchase Agreement][Exchange Agreement], and (ii) in connection with the exercise of any Warrants issued pursuant to the [Purchase Agreement][Exchange Agreement], (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement and (iv) in connection with the conversion of any original issue discount convertible debentures and exercise of warrants issued pursuant to the Class B Preferred Stock[Purchase Agreement/Exchange Agreement] (such securities, collectively, the “Issuance Capped Securities” and the holders of Issuance Capped Securities, the “Capped Holders”) would exceed 19.99% of the number of _______4 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Capped Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note original Subscription Amount plus the exchange amounts exchanged pursuant to the Exchange Agreement, if any, by (y) the aggregate original principal amount Subscription Amount (or exchange amounts if pursuant to the Exchange Agreement) of all Notes issued on the Original Issue Date to all Capped Holders. In addition, each a Capped Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock Issuance Capped Securities held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Capped Holder no longer holds any Notes or shares of Class B Preferred Stock Issuance Caped Securities and the amount of shares Issuance Capped Securities issued to the such Capped Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the such Capped Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement, and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 1 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (iiB) in connection with the conversion exercise of any Warrants issued pursuant to the Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of _______3 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this NoteDebenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (iA) in connection with the conversion of any Notes Debentures issued pursuant to the Exchange Purchase Agreement, and (iiB) in connection with any Warrants issued pursuant to the conversion Purchase Agreement and (C) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Class B Preferred StockSecurities pursuant to the Purchase Agreement, would exceed 19.99% of the number of 6,545,670 shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the original principal amount of the such Holder’s Note Debenture by (y) the aggregate original principal amount of all Notes Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes Debentures and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes Debentures or shares of Class B Preferred Stock Warrants and the amount of shares issued to the such Holder pursuant to the such Holder’s Notes Debentures and shares of Class B Preferred Stock Warrants was less than the such Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain For avoidance of doubt, unless and until any required Shareholder Approval is obtained and the Holder understands and agrees that shares of Common Stock effective, warrants issued to and then held by the Holder any registered broker-dealer as a result of conversions of Notes fee in connection with the Securities issued pursuant to the Purchase Agreement as described in (C) above shall provide that such warrants shall not be entitled to cast votes on allocated any resolution to obtain portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval pursuant heretois obtained and effective.

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

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

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation Company has not obtained Shareholder Approval, then the Corporation Company may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Exchange Agreement, and (ii) in connection with the conversion exercise of any Warrants issued pursuant to the Class B Preferred StockExchange Agreement, would exceed 19.9915.1% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes promissory notes issued on pursuant to the Original Issue Date to all HoldersExchange Agreement or another substantially similar note exchange agreement. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval Company and the Holder understands understand and agrees agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Notes this Note shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation has not obtained Shareholder Approval, then the Corporation may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a (a) The total number of shares of Common Stock whichissued or issuable on any Conversion Date upon conversion of any Notes and as Additional Payment Upon Conversion, or on any Interest Payment Date in payment of interest on the Notes (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company that are aggregated or integrated with the Common Stock issued or issuable on any Conversion Date upon conversion of any Notes and as Additional Payment Upon Conversion, or payment of interest on the Notes for purposes of any such rule or regulation) shall not (when aggregated with any shares of Common Stock already issued in respect of the Notes) exceed the maximum number of shares of Common Stock which the Company can so issue pursuant to any rule or regulation of the New York Stock Exchange (or any other principal United States securities market on or which the Common Stock trades) (the “Maximum Share Amount”), subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Original Issue Date and Date. The limitation set forth in this Section 10.02(a) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances or if the Stockholder Approval has been obtained. (b) At any time after which the Company has issued the Maximum Share Amount in respect of the Notes prior to such Conversion Date (i) in connection with the date that all of the Notes have been converted into shares of Common Stock, any further obligations of the Company to issue shares of Common Stock upon conversion of any Notes issued pursuant or as Additional Payment Upon Conversion shall be in cash (in an amount equal to the Exchange Agreement, and (ii) in connection with the conversion of the Class B Preferred Stock, would exceed 19.99% of the number of shares of Common Stock outstanding issuable on the applicable date of determination at the Conversion Price on such date multiplied by the VWAP per share for the Common Stock for the five Trading Day Days immediately preceding the Original Issue Date first Trading Day prior to such date), provided that the limitation set forth in this Section 10.02(b) shall not apply if (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (xi) the original principal amount issuances of Common Stock in lieu of cash are Permitted Issuances or the Holder’s Note by Stockholder Approval has been obtained and (yii) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that such shares of Common Stock issued would not be subject to any transfer restrictions under the Securities Act or require registration under the Securities Act or the approval of any other Governmental Authority under any state or federal law (c) Interest on the Notes and then held any Additional Payment Upon Conversion shall be paid by the Holder as a result Company in cash (in the case of conversions Additional Payment Upon Conversion, in an amount equal to the number of Notes shall shares of Common Stock issuable on the applicable date of determination at the Conversion Price on such date multiplied by the VWAP per share for the Common Stock for the five Trading Days immediately preceding the first Trading Day prior to such date) unless prior to the issuance of shares of Common Stock in lieu thereof, such shares of Common Stock would not be entitled subject to cast votes on any resolution to obtain Shareholder Approval pursuant heretotransfer restrictions under the Securities Act or require registration under the Securities Act or the approval of any other Governmental Authority under any state or federal law. For the avoidance of doubt, such calculation shall be made by the Company using the interest rate provided by the Calculation Agent.

Issuance Limitations. Notwithstanding anything herein to the contrarycontrary herein, if the Corporation shall not be obligated to issue, and the Holder shall not have the right to receive, upon conversion of the Series A Preferred Stock, any shares of Common Stock shall be traded on a national securities exchange and if the Corporation has not obtained Shareholder Approvalissuance of such shares of Common Stock, then along with any shares of Common Stock issued to the Holder at the Closing, would exceed that number of shares of Common Stock which the Corporation may issue in the aggregate pursuant to the transactions contemplated under the Purchase Agreement without breaching the Corporation’s obligations under the rules or regulations of the Nasdaq Capital Markets (the “Exchange Cap”), except that such limitation shall not issueapply after the date that Shareholder Approval is approved and deemed effective. Until such date, upon conversion no holder of either Series A Preferred Stock shall be issued, in the principal aggregate pursuant to the terms of this Certificate of Designation, shares of Common Stock in an amount ofgreater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the Subscription Amount of such Holder and the denominator of which is the aggregate Subscription Amounts of all Holders (with respect to each Holder, the “Exchange Cap Allocation”). In the event that the Holder shall sell or Interest thereonotherwise transfer any of the Holder’s Series A Preferred Stock, this Notethe transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Series A Preferred Stock shall convert all of such holder’s Series A Preferred Stock into a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after in the Original Issue Date aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Exchange Agreement, and (ii) in connection with the conversion of the Class B Preferred Stock, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject actually issued to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder holder shall be entitled allocated to a portion the respective Exchange Cap Allocations of the Issuable Maximum equal remaining holders of Series A Preferred Stock on a pro rata basis in proportion to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Series A Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that shares of Common Stock issued to and then held by the Holder as a result of conversions of Notes shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant heretoeach such Holder.