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Holder’s Conversion Limitations. The shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon # conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and # exercise or conversion of the unexercised or unconverted portion of any other securities of the subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this [Section 4(d)], beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this [Section 4(d)] applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this [Section 4(d)] and the shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this [Section 4(d)], in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: # the ’s most recent periodic or annual report filed with the SEC, as the case may be, # a more recent public announcement by the , or # a more recent written notice by the or the ’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the , including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. In all events, the provisions of this [Section 4(d)] shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the . The Holder may also decrease the Beneficial Ownership Limitation provisions of this [Section 4(d)] solely with respect to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the . The Beneficial Ownership Limitation provisions of this [Section 4(d)] shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 4(d)] to correct any portion which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this [Section 4(d)] shall apply to a successor holder of this Note.

Holder’s Conversion Limitations. The shall not effectaffect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion,conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates)Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon # conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and # exercise or conversion of the unexercised or unconverted portion of any other securities of the subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates.Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this [Section 4(d)c)], beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this [Section 4(d)c)] applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates)Affiliates and Attribution Parties) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this [Section 4(d)] and the shall have no obligation to verify or confirm the accuracy of such determination.Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this [Section 4(d)c)], in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: # the ’s most recent periodic or annual report filed with the SEC,Commission, as the case may be, # a more recent public announcement by the , or # a more recent written notice by the or the ’s Transfer Agenttransfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the shallshall, within twoone Trading DaysDay, confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the , including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this NoteDebenture held by the Holder. In all events,The Holder, upon notice to , may increase or decrease the Beneficial Ownership Limitation provisions of this [Section 4(d)c)], provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this [Section 4(c)] shall continue to apply. Any such increase or decreasein the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the . The Holder may also decrease the Beneficial Ownership Limitation provisions of this [Section 4(d)] solely with respect to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the . The Beneficial Ownership Limitation provisions of this [Section 4(d)]paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 4(d)c)] to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this [Section 4(d)]paragraph shall apply to a successor holder of this Note.

Holder’s

Conversion Limitations. TheLimitation. shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates)Conversion Notice, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon # conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and # exercise or conversion of the unexercised or unconverted portion of any other securities of the subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants)Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this [Section 4(d)1(f)], beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this [Section 4(d)1(f)] applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder,, and the submission of a Conversion Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the each time it delivers a Conversion Notice of Conversion that such Conversion Notice of Conversion has not violated the restrictions set forth in this [Section 4(d)]paragraph and the shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this [Section 4(d)1(f)], in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: # the ’s most recent periodic or annual report filed with the SEC,Commission, as the case may be, # a more recent public announcement by the , or # a more recent written notice by the or the ’s Transfer Agenttransfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the, shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the , including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by . , upon not less than 61 days’ prior notice to , may increase or decrease the Holder. In all events, theBeneficial Ownership Limitation provisions of this [Section 4(d)1(f)], provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by and the Beneficial Ownership Limitation provisions of this [Section 1(f)] shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the . The Holder may also decrease the Beneficial Ownership Limitation provisions of this [Section 4(d)] solely with respect to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the . The Beneficial Ownership Limitation provisions of this [Section 4(d)]paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 4(d)1(f)] to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this [Section 4(d)]paragraph shall apply to a successor holder of this Note. (“Restricted Ownership Percentage”).

Holder’s Conversion Limitations. The shall not effect any conversion of this Note, and

, that notwithstanding anything to the contrary contained herein, the a Holder shall not have the right to convert any portion of this Note, pursuant to [Section 1] or otherwise, to the extent that after giving effect to thesuch issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates,affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates)Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its AffiliatesAttribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which arewould be issuable upon # conversion of the remaining, unconverted principal amountnonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and # exercise or conversion of the unexercised or unconvertednonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates.Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this [Section 4(d)]1.1], beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this [Section 4(d)] applies, the determination of whether this Note is convertible (in relation to other securities ownedthereunder, it being acknowledged by the Holder together withthat the Holder is solely responsible for any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemedschedules required to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible,filed in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this [Section 4(d)] and the shall have no obligation to verify or confirm the accuracy of such determination.accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this [Section 4(d)]1.1], in determining the number of outstanding shares of Common Stock, thea Holder may rely on the number of outstanding shares of Common Stock as statedreflected in the most recent of the following: # the Company’s most recent periodic or annual report filed with the SEC,Commission, as the case may be, # a more recent public announcement by the ,Company or # a more recent written notice by the Company or the ’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the ,Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.4.99% of the number of shares of the Common Stock outstanding immediately after giving effect toat the issuancetime of shares of Common Stock issuable upon conversion of this Note held by the Holder. In all events, the provisions of this [Section 4(d)] shall continue to apply. Any such increaserespective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or decrease will not be effective until the 61st day after such notice is delivered to the . The Holder may also decrease the Beneficial Ownership Limitation provisions of this [Section 4(d)] solely with respect to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the . The Beneficial Ownership Limitation provisions of this [Section 4(d)] shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 4(d)] to correct any portion which may be defectivedepartment or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.agency thereof. The limitations contained in this [Section 4(d)]paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as [Exhibit A] (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with [Section 1.4] below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before , New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the Principal Amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus # at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or (2).

Holder’s

Conversion Limitations. TheLimitation. Notwithstanding any other provision of this Note, shallmay not effect anyconvert this Note if such conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’would cause s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitationbeneficial ownership (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon # conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and # exercise or conversion of the unexercised or unconverted portion of any other securities of the subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this [Section 4(d)], beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) of to exceed 4.9% of its total issued and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this [Section 4(d)] applies, the determination of whether this Note is convertible (in relationoutstanding common or voting shares. Upon not less than sixty-one (61) days advance written notice, at any time or from time to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to thetime, each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth inat its sole discretion, may waive this [Section 4(d)] and the4.9% conversion limit. However, under any circumstance, shall have no obligation to verify or confirm the accuracy ofmay not convert this Note if such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance withconversion would cause ’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of to exceed 9.9% of its total issued and the rules and regulations promulgated thereunder. For purposes ofoutstanding common or voting shares. Any common shares converted under this [Section 4(d)], in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: # the ’s most recent periodic or annual report filed with the SEC, as the case may be, # a more recent public announcement by the , or # a more recent written notice by theNote need to be delivered to or the ’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securitiesthree (3) business days of the , including this Note, by the Holder or its Affiliates since the date asreceipt of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. In all events, the provisions of this [Section 4(d)] shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the . The Holder may also decrease the Beneficial Ownership Limitation provisions of this [Section 4(d)] solely with respect to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the . The Beneficial Ownership Limitation provisions of this [Section 4(d)] shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 4(d)] to correct any portion which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this [Section 4(d)] shall apply to a successor holder of this Note.Conversion Notice.

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