(i) Notwithstanding any provision of the Notes or the Indenture to the contrary, and subject to paragraph E below, any Notice of Conversion (as defined in the Indenture) with respect to the Notes delivered by or on behalf of the Investors (or any Investor Holder) shall be deemed automatically not to have been so delivered, and the Company shall have no obligation to deliver any shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or make any other delivery with respect to such Notice of Conversion, to the extent that the delivery of any shares of Common Stock or any other security otherwise deliverable upon such conversion would result in the Investors, together with their affiliates or other persons whose beneficial ownership would be aggregated with the Investors’ (the “Investor Holders”), in the aggregate, having “beneficial ownership,” as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the definition of any “group” of which any of the Investors are a member (“Beneficial Ownership”), of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below).

For purposes of this agreement, “Beneficial Ownership Limitation” shall mean 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. Subject to paragraph E, the Investors (or any Investor Holder) may, from time to time by written notice to the Company, increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (subject to the provisions of Section 14.02(a)(vi) of the Indenture); provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

For purposes of this agreement, the Investors shall be solely responsible for determining the number of shares that they and the other Investor Holders beneficially own.

For purposes of this agreement, in determining the number of outstanding shares of Common Stock, the Investors (or any Investor Holder) may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K, Current Report on Form 8-K or other public filing with the U.S. Securities and Exchange Commission, (ii) a more recent public announcement by the Company or (iii) any other more recent written notice by the Company, in each case setting forth the number of shares of Common Stock outstanding. Upon the written request of any of the Investors (or any Investor Holder), the Company shall within two (2) business days confirm in writing to the Investors the number of shares of Common Stock then outstanding.

The provisions of this agreement shall be construed, corrected and implemented in a manner so as to comply with the rules and regulations of The Nasdaq Stock Market LLC and so as to effectuate the intended beneficial ownership limitation herein contained. The shares underlying the Notes in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Investor Holders for any purpose, including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act.

The Company shall not at any time be under any duty or responsibility to any of the Investors to determine any of the Investor’s Beneficial Ownership of shares of Common Stock, nor shall the Company have any responsibility to determine or monitor compliance with the terms of this agreement, and the Company shall have no liability to any of the Investors in connection with the provisions of this agreement. The Company shall have no liability to any of the Investors under the Indenture or the Notes in connection with any action or inaction of the Company’s obligations under the Indenture or the Notes to the extent such action is taken or omitted to be taken pursuant to the provisions of this agreement.

This agreement constitutes the full and entire understanding between the parties hereto with regard to the subject matter contained herein and supersedes all prior oral or written agreements or understandings with respect to the subject matter hereof.

This agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of any other jurisdiction.

(i) Notwithstanding any provision of the Initial Notes, the Additional Notes, the Indenture or Warrants to the contrary, and subject to paragraph F below, any Notice of Conversion (as defined in the Indenture) with respect to the Additional Notes delivered by or on behalf of the New Investor shall be deemed automatically not to have been so delivered, and the Company shall have no obligation to deliver any shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or make any other delivery with respect to such Notice of Conversion, to the extent that the delivery of any shares of Common Stock or any other security otherwise deliverable upon such conversion would result in the Investors, together with their affiliates or other persons whose beneficial ownership would be aggregated with the Investors’ (including the Warrant Holder) (the “Investor Holders”), in the aggregate, having “beneficial ownership,” as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the definition of any “group” of which the New Investor is a member (“Beneficial Ownership”), of shares of Common Stock or any other class of any equity security of the Company that is registered pursuant to Section 12 or Section 15 of the Exchange Act (a “Class”) in excess of the Beneficial Ownership Limitation (as defined below).

For purposes of this agreement, “Beneficial Ownership Limitation” shall mean 4.99% of the number of outstanding shares of Common Stock or other Class, as applicable, in each case outstanding immediately after giving effect to such conversion. Subject to paragraph F, the New Investor may, from time to time by written notice to the Company, increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (subject to the provisions of Section 14.02(a)(vi) of the Indenture); provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

For purposes of this agreement, the New Investor shall be solely responsible for determining the number of shares that it and the other Investor Holders beneficially own.

For purposes of this agreement, in determining the number of outstanding shares of Common Stock, the New Investor may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K, Current Report on Form 8-K or other public filing with the U.S. Securities and Exchange Commission, (ii) a more recent public announcement by the Company or (iii) any other more recent written notice by the Company, in each case setting forth the number of shares of Common Stock outstanding. Upon the written request of the New Investor, the Company shall within two (2) business days confirm in writing to the New Investor the number of shares of Common Stock then outstanding.

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The provisions of this agreement shall be construed, corrected and implemented in a manner so as to comply with the rules and regulations of The Nasdaq Stock Market LLC and so as to effectuate the intended beneficial ownership limitation herein contained. The shares underlying the Notes and Warrants in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Investor Holders for any purpose, including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act.

The Company shall not at any time be under any duty or responsibility to any of the Investor Holders (including the New Investor) to determine any of the Investor Holders’ (including the New Investor’s) Beneficial Ownership of shares of Common Stock or any Class, nor shall the Company have any responsibility to determine or monitor compliance with the terms of this agreement, and the Company shall have no liability to any of the Investor Holders (including the New Investor) in connection with the provisions of this agreement. The Company shall have no liability to any of the Investor Holders (including the New Investor) under the Indenture, the Initial Notes, the Additional Notes or the Warrants in connection with any action or inaction of the Company’s obligations under the Indenture, the Initial Notes, the Additional Notes or the Warrants to the extent such action is taken or omitted to be taken pursuant to the provisions of this agreement.

This agreement constitutes the full and entire understanding between the parties hereto with regard to the subject matter contained herein and supersedes all prior oral or written agreements or understandings with respect to the subject matter hereof.

This agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of any other jurisdiction.

/s/ Bill Krause