Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares authorized for issuance as Awards under the Plan, as of the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as of August 22, 2024 plus an increase to the total number of shares that may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after August 22, 2024 and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this Section 5). Notwithstanding the foregoing, the number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 500,000 Shares plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan pursuant to Section 5(b). The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 12. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

Limitation Exception. Nothing contained in the Agreement shall purport to exclude or restrict any liability for death or personal injury resulting directly from gross negligence by a Party in carrying out their obligations in breach of the terms of this Agreement or any other liability that cannot be limited or excluded by applicable law.

Conversion Limitation. Notwithstanding any other provision of this Note, [[Organization A:Organization]] may not convert this Note if such conversion would cause [[Organization A:Organization]]’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of [[Organization B:Organization]] to exceed 4.9% of its total issued and outstanding common or voting shares. Upon not less than sixty-one (61) days advance written notice, at any time or from time to time, [[Organization A:Organization]] at its sole discretion, may waive this 4.9% conversion limit. However, under any circumstance, [[Organization A:Organization]] may not convert this Note if such conversion would cause [[Organization A:Organization]]’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of [[Organization B:Organization]] to exceed 9.9% of its total issued and outstanding common or voting shares. Any common shares converted under this Note need to be delivered to [[Organization A:Organization]] within three (3) business days of the receipt of Conversion Notice.

Contribution Limitation. Notwithstanding any provision of the Plan to the contrary, and except to the extent permitted under Code Section 414(v), the annual additions (as defined below) to a Participant’s Accounts shall not exceed the lesser of # 100% of the Participant’s total [Section 415] compensation (as defined below) or # $66,000, as adjusted for cost-of-living increases under Code Section 415(d). Plan benefits shall be paid in accordance with Code Section 415 and applicable Treasury Regulations issued thereunder, the requirements of which are incorporated herein by reference to the extent not specifically provided herein.

Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: # cash payments not subject to Section 409A of the Code; # cash payments subject to Section 409A of the Code; # equity-based payments and acceleration; and # non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

of interest. This provision shall control every other provision of all agreements between the Borrowers and Lender and shall also be binding upon and available to any subsequent holder of this Note.

Time Limitation. If a Brand Partner wishes to bring an action against NewYou for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. You waive all claims that any other statutes of limitations apply.

Limitation on_Exercise. The Holder (including any successor, transferee or assignee) shall not have the right to convert any portion of this Warrant to the extent that giving effect to such exercise, the Holder (together with the Holder's affiliates) would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise. For the purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of the Common Stock issuable upon conversion of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shall be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and # exercise of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this paragraph, in determining the number of outstanding shares of the Common Stock, the Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company's most recent Form 10-K, Form 10-Q or Form 8-K, as the case mat be, # a more recent public announcement by the Company, or # any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and upon the written request of the Holder, the Company shall within two business days confirm in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that # any such increase will not be effective until the 61st day after such notice is delivered to the Company, # any such increase or decrease will apply to the Holder and not to any other holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.

Limitation of Authority. Except as expressly provided herein, no provision hereof shall be deemed to authorize or empower either party hereto to act on behalf of, obligate or bind the other party hereto.

Limitation of Rights. Nothing in this Plan shall be construed to # give any employee of the Company any right to be awarded an Incentive Compensation Award; # give a Participant any rights whatsoever with respect to shares of common stock of the Company; # limit in any way the right of the Company to terminate an Eligible Senior Executive’s employment with the Company at any time for any reason or no reason; # give a Participant or any other person any interest in any fund or in any specific asset or assets of the Company; or # be evidence of any agreement or understanding, express or implied, that the Company will employ an Eligible Senior Executive in any particular position or at any particular rate of remuneration.