Exchange Cap. Subject to Section 2.3(b), the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 7,361,833 (such number of shares equal to 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced in the VWAP Purchase, on [[Organization A:Organization]] share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Trading Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock pursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2.3(b)). For the further avoidance of doubt, in no event shall settlement of any VWAP Purchase be dependent on [[Organization A:Organization]] stockholder vote.

Exchange Cap. Subject to Section 2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 918,282 (representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be # reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market and # appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (such maximum number of shares, the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by this Agreement, and the stockholders of the Company have in fact approved the issuance of Common Stock as contemplated by this Agreement in accordance with the applicable rules of The Nasdaq Stock Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Cap. The aggregate amount required to be paid by the Sellers Indemnifying Parties pursuant to the indemnification provisions set forth in Article IX shall not exceed $8,000,000 (the “Cap”); provided, that the Cap shall not apply to indemnification claims directly relating to [Sections 5.10(e), 5.15 or 5.21]1]1] or indemnification claims for fraud or any intentional breach of a representation or warranty.

Cap. Notwithstanding anything to the contrary contained in this Article 11, the Sellers’ liability pursuant to Section ‎11.1(a)(i) (other than for breaches of the Fundamental Representations, breaches of the representations and warranties set forth in Section ‎5.21 or in instances of fraud or willful misconduct, in each case, for which the following limitation will not apply) shall not exceed 10% of the Purchase Price (the “Cap”). The Sellers’ liability pursuant to Section 11.1(a)(i) with respect to breaches of the Fundamental Representations shall not exceed the Purchase Price and all Earn-Out Payments payable actually earned pursuant to the Earn-Out Agreement. Other than for instances of fraud or willful misconduct, no Seller shall have any liability pursuant to Section ‎11.1 in excess of the proceeds actually received by the Seller under this Agreement and the Earn-Out Agreement.

Damages Cap. IN addition to the limitation of liability in Section 12.5 Except for # EACH PARTY’s INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS ARTICLE 12; # ANY BREACH OF article 8 BY SUCH PARTY; and # Damages arising out of SUCH PARTY’s gross negligence or wilful misconduct, EACH PARTY’s maximum aggregate liability to compensate the other party for all Damages under this AGREEMENT will be set on a per calendar year basis and for the calendar year in which the cause of such liability lies or exists (whether in contract, tort, strict liability, statute, or otherwise) and shall be limited to A MAXIMUM OF ​ usd.

Cap. Notwithstanding anything to the contrary contained in this Article 9, the aggregate liability of the Sellers pursuant to Section 9.3(a) (other than for breaches of the Fundamental Representations or in instances of fraud or willful misconduct, in each case, for which the following limitation will not apply) shall not exceed $4,350,000 (the “Cap”). Other than for instances of fraud or willful misconduct, the Sellers shall not have any liability pursuant to Section 9.3(a) in excess of the proceeds actually received by the Seller under this Agreement.

Cap. Sellers shall not be liable to Buyer Indemnified Persons for indemnification under [Section 9.1(a)(i)] for Damages in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Cap”); provided, that the Cap shall not apply to Fundamental Damages, nor shall Fundamental Damages count towards satisfaction of the Cap.

Issuance Cap. Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, Borrower and Lenders agree that the total cumulative number of shares of Borrower Common Stock issued to the Lenders (collectively with their respective Affiliates) hereunder together with all other Loan Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of Borrower Common Stock issued to the Lenders (collectively with their respective Affiliates) reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower will use reasonable commercial efforts to obtain stockholder approval of this Agreement and the issuance of additional Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”).

Product Cap. Notwithstanding anything to the contrary herein, Company’s aggregate payment obligations under this Section 4.1 shall not exceed the Product Cap.

Issuance Cap. Notwithstanding anything to the contrary contained in this Note or any other documents, instruments or agreements between Borrower and Lender, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender in connection with the Outstanding Notes and any other documents, instruments or agreements may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the “Issuance Cap”), except that such limitation will not apply following Approval (defined below). At such time as Borrower reaches the Issuance Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), Borrower will use its best efforts to obtain stockholder approval of the issuance of Common Stock to repay the Note and the other notes outstanding by Borrower in favor of Lender, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). If Borrower fails to obtain the Approval on the first attempt, Borrower will continue seeking shareholder Approval at every shareholder meeting thereafter until the Approval is obtained. For the avoidance of doubt, failure to obtain the Approval will not be considered an Event of Default hereunder, but the failure to seek the Approval would be considered an Event of Default hereunder.