Common use of Exercise Limitation Clause in Contracts

Exercise Limitation. Notwithstanding any provisions herein to the contrary, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, from and after the Holder time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise this Warrant Warrants for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock Shares deemed beneficially owned by the Holder Warrantholder to exceed 9.99% of the outstanding shares of the Common Stock Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock Shares beneficially owned by the Holder Warrantholder shall include the number of shares of Common Stock Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.52.16, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder Warrantholder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder Warrantholder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder Warrantholder and not to any other holder of Warrants sold pursuant to the Purchase AgreementWarrants). For purposes of this Section 2.52.16, in determining the number of outstanding shares of Common StockShares, the Holder Warrantholder may rely on the number of outstanding shares of Common Stock Shares as reflected in (x) the Company’s most recent quarterly periodic report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written request of the HolderWarrantholder, the Company shall use commercially reasonable efforts to within three (3) Business Days confirm in writing or by electronic mail to the Holder Warrantholder the number of shares of Common Stock Shares then outstandingoutstanding within three (3) Business Days after written request by such Warrantholder. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder Warrantholder since the date as of which such number of outstanding shares of Common Stock Shares was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder to exceed 9.994.99% of the outstanding shares of the Common Stock Ordinary Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder shall include the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, in determining the number of outstanding shares of Common StockOrdinary Shares, the Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 1020-KF, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock Ordinary Shares outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock Ordinary Shares then outstanding. In any case, the number of outstanding shares of Common Stock Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock Ordinary Shares was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.999.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the The Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires Company upon not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to in the Purchase AgreementOffering). For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days trading days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein to The Company shall not effect the contrary, exercise of this Warrant and the Holder shall not be entitled have the right to exercise this Warrant for a number of Warrant Shares in excess of Warrant, to the extent that number of Warrant Shares which, upon after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (the aggregate number “Maximum Percentage”) of the shares of Common Stock beneficially owned by the Holder outstanding immediately after giving effect to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing provisosentence, the aggregate number of shares of Common Stock beneficially owned by the such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants portion of this Warrant beneficially owned by the such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the such Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement”). For purposes of this Section 2.5Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days trading days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything By written notice to the contrary Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-fifth (65st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding any of the limitations set forth in this paragraph, this Warrant or shall be fully exercisable in connection with a Liquidation Event (as defined below); provided further that this sentence shall not be given effect to the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together extent it could conflict with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements stockholder approval rules of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval The NASDAQ Global Market or any similar rule of the issuance greater than the Nasdaq 19.99% Cap or if any stock exchange on which the Common Stock is no longer listed at the relevant time. In accordance with such listing standards, this restriction will apply at any time when the Warrant is outstanding, regardless of whether the Company then has a class of securities listed on The NASDAQ Global Market. For purposes herein, “Liquidation Event” shall mean the NASDAQ Capital Marketconsummation of any of the following transactions: (a) a merger or consolidation in which the Company is not the surviving entity (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation or continuation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company), (b) the sale of all or substantially all of the assets of the Company, or (c) the acquisition, sale or transfer of more than 50% of the outstanding shares of the Company by take-over bid or similar transaction.

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein to the contraryexercise of this Warrant, the and Holder shall not be entitled have the right to exercise any portion of this Warrant for a number of Warrant Shares in excess of pursuant to Section 1 or otherwise, to the extent that number of Warrant Shares which, upon after giving effect to such exerciseissuance after exercise as set forth on the Notice of Exercise, Holder (together with Holder’s affiliates and any other persons acting as a group together with Holder or any of Holder’s affiliates (such persons, “Attribution Parties”)), would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.99% own in excess of the outstanding shares of the Common Stock following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of shares of Common Stock the Class beneficially owned by the Holder H▇▇▇▇▇, together with its Attribution Parties, shall include the number of shares of Common Stock the Class that would be issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the number of shares of Common Stock the Class which would be are issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Holder Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by Holder, together with its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, it being acknowledged by Holder that the Company is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. Notwithstanding To the foregoingextent that the limitation contained in this Section 2.5 applies, the Holder may waive the foregoing limitationdetermination of whether this Warrant is exercisable (in relation to other securities owned by Holder, or increase or decrease the foregoing limitation to together with its Affiliates and any other percentageAttribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of Holder, by written notice and the submission of a Notice of Exercise shall be deemed to the Company; provided that a waiver be Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company 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 foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of Exchange Act and the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period rules and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement)regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stockthe Class (including shares represented by American Depositary Shares), the Holder may rely on the number of outstanding shares of Common Stock the Class (including shares represented by American Depositary Shares) as reflected in (xA) the Company’s most recent quarterly report on Form 10-Q periodic or annual report on Form 10-Kfiled with the US Securities and Exchange Commission, as the case may be, filed with the SEC on the date thereof, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock the Class outstanding. Upon the written or oral request of the HolderH▇▇▇▇▇, the Company shall within three two (32) Business Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock the Class then outstanding. In any case, the number of outstanding shares of Common Stock the Class (including shares represented by American Depositary Shares) 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 or Attribution Parties since the date as of which such number of outstanding shares of Common Stock the Class (including shares represented by American Depositary Shares) was reported. Notwithstanding anything The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Class outstanding immediately after giving effect to the contrary issuance of shares of the Class issuable upon exercise of this Warrant. Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Class outstanding immediately after giving effect to the issuance of shares of the Class upon exercise of this Warrant held by Holder and the provisions of this Section 2.5 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 2.5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to correct this Section 2.5 (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Warrant or the Securities Purchase Agreement, all Section 2.5 shall apply to a successor holder of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Marketthis Warrant.

Exercise Limitation. Notwithstanding any provisions herein to The Company shall not effect the contrary, exercise of this Warrant and the Holder shall not be entitled have the right to exercise this Warrant for a number of Warrant Shares in excess of Warrant, to the extent that number of Warrant Shares which, upon after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (the aggregate number “Maximum Percentage”) of the shares of Common Stock beneficially owned by the Holder outstanding immediately after giving effect to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing provisosentence, the aggregate number of shares of Common Stock beneficially owned by the such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the shares of Common Stock which would be issuable upon (ia) exercise of the remaining, unexercised Warrants portion of this Warrant beneficially owned by the such Holder and its affiliates and (iib) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the such Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement”). For purposes of this Section 2.5Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation and comply with any rules of the Nasdaq Stock Market. Notwithstanding any of the limitations set forth in this paragraph, this Warrant shall be fully exercisable in connection with a Liquidation Event (as defined below); provided further that this sentence shall not be given effect to the extent it could conflict with the rules of The Nasdaq Stock Market or any similar rule of any stock exchange on which the Common Stock is listed at the relevant time. For purposes herein, “Liquidation Event” shall mean the consummation of any of the following transactions: (i) a merger or consolidation in which the Company is not the surviving entity (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation or continuation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company), (ii) the sale of all or substantially all of the assets of the Company, (iii) the acquisition of all of the outstanding shares of the Company by a single stockholder and its affiliates as a result of a tender offer or similar transaction or (iv) dissolution, liquidation or winding up of the Company. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (A) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2.5, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (B) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) Business Days Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any casethe event that the issuance of Warrant Shares to the Holder upon exercise of this Warrant results in the Holder (together with the Holder’s affiliates) being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock Stock, the number of shares so issued by which the Holder’s (together with the Holder’s affiliates) aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be determined deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after giving effect the issuance of the Excess Shares has been deemed null and void, the Company shall return to the conversion or Holder the exercise of securities of the Company, including this Warrant, price paid by the Holder since for the date as Excess Shares and reinstate the portion of which such this Warrant and equivalent number of outstanding shares Warrant Shares in respect of Common Stock was reportedthe Excess Shares. Notwithstanding anything No prior inability to the contrary contained in exercise this Warrant or pursuant to this Section 2.5 shall have any effect on the Securities Purchase Agreement, all applicability of the Holders and the Company agree that the total cumulative number provisions of Common Stock issued this Section 2.5 with respect to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements any subsequent determination of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Marketexercisability.

Exercise Limitation. Notwithstanding any provisions herein anything to the contrarycontrary contained herein, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 9.9919.99% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the stockholders of the Company approve the Nasdaq Proposal (as defined by and in accordance with Section 5.11(B) of that certain Convertible Preferred Stock and Warrant, dated November 9, 2012, among the Company and the Purchasers named therein), in which case, the 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall be increased, with respect to the Registered Holder, to 35% for purposes of both clause (i) and clause (ii) of this Section 1(e). For purposes of the foregoing provisothis Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, remaining unexercised Warrants beneficially owned and non-cancelled portion of this Warrant by the Registered Holder and (ii) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company beneficially owned by that do not have voting power (including without limitation any securities of the Holder Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in herein beneficially owned by the preceding sentence, Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap.”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein exercise of this Warrant, and a Warrantholder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the contrary, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of extent that number of Warrant Shares which, upon after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Warrantholder (together with the Warrantholder’s affiliates, and any other persons acting as a group together with the Warrantholder or any of the Warrantholder’s affiliates), would cause beneficially own in excess of the aggregate Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder Warrantholder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Holder Warrantholder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Holder (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Warrantholder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.53(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, it being acknowledged by the Warrantholder that the Company is not representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrantholder is solely responsible for any schedules required to be filed in accordance therewith. Notwithstanding To the foregoingextent that the limitation contained in this Section 3(d) applies, the Holder may waive determination of whether this Warrant is exercisable (in relation to other securities owned by the foregoing limitationWarrantholder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrantholder and the submission of a Notice of Exercise shall be deemed to be the Warrantholder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or increase or decrease confirm the foregoing limitation accuracy of such determination and shall have no liability for exercise of the Warrant that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to any other percentage, by written notice to the Company; provided that a waiver by the Holder group status as contemplated above shall be determined in accordance with Section 13(d) of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of Exchange Act and the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period rules and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement)regulations promulgated thereunder. For purposes of this Section 2.53(d), in determining the number of outstanding shares of Common Stock, the Holder a Warrantholder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company’s most recent quarterly report on Form 10-Q periodic or annual report on Form 10-Kfiled with the Commission, as the case may be, filed with the SEC on the date thereof, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its the transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holdera Warrantholder, the Company shall within three two (32) Business Days business days confirm orally and in writing or by electronic mail to the Holder Warrantholder 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 Warrant, by the Holder Warrantholder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the contrary issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Warrant or the Securities Purchase Agreement, all paragraph shall apply to a successor holder of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Marketthis Warrant.]

Exercise Limitation. Notwithstanding any provisions herein to the contrary, the Holder Warrantholder shall not be entitled to exercise this Warrant the Warrants for a number of Warrant Shares in excess of that number of Warrant Shares shares of Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder such Warrantholder to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder Warrantholder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.51(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended. Notwithstanding the foregoing, the Holder The Warrantholder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires Company upon not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder Warrantholder and not to any other holder of Warrants sold pursuant to the Purchase AgreementWarrants). For purposes of this Section 2.51(c)(v), in determining the number of outstanding shares of Common Stock, the Holder Warrantholder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s 's most recent quarterly report on Form 106-Q K or annual report on Form 1020-KF, as the case may be, filed with the SEC Securities and Exchange Commission on the date thereof, (y2) a more recent public announcement by the Company as to the number of shares of Common Stock outstanding, or (z3) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the HolderWarrantholder, the Company shall within three (3) Business Days trading days confirm in writing or by electronic mail to the Holder Warrantholder 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 Warrantthe Warrants, by the Holder Warrantholder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein to the contraryexercise of this Warrant, the and Holder shall not be entitled have the right to exercise any portion of this Warrant for a number of Warrant Shares in excess of pursuant to Section 1 or otherwise, to the extent that number of Warrant Shares which, upon after giving effect to such exerciseissuance after exercise as set forth on the Notice of Exercise, Holder (together with Holder’s affiliates and any other persons acting as a group together with Holder or any of Holder’s affiliates (such persons, “Attribution Parties”)), would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.99% own in excess of the outstanding shares of the Common Stock following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of shares of Common Stock the Class beneficially owned by the Holder ▇▇▇▇▇▇, together with its Attribution Parties, shall include the number of shares of Common Stock the Class that would be issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the number of shares of Common Stock the Class which would be are issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Holder Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by Holder, together with its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, it being acknowledged by Holder that the Company is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. Notwithstanding To the foregoingextent that the limitation contained in this Section 2.5 applies, the Holder may waive the foregoing limitationdetermination of whether this Warrant is exercisable (in relation to other securities owned by Holder, or increase or decrease the foregoing limitation to together with its Affiliates and any other percentageAttribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of Holder, by written notice and the submission of a Notice of Exercise shall be deemed to the Company; provided that a waiver be Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company 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 foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of Exchange Act and the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period rules and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement)regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stockthe Class (including shares represented by American Depositary Shares), the Holder may rely on the number of outstanding shares of Common Stock the Class (including shares represented by American Depositary Shares) as reflected in (xA) the Company’s most recent quarterly report on Form 10-Q periodic or annual report on Form 10-Kfiled with the US Securities and Exchange Commission, as the case may be, filed with the SEC on the date thereof, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock the Class outstanding. Upon the written or oral request of the Holder▇▇▇▇▇▇, the Company shall within three two (32) Business Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock the Class then outstanding. In any case, the number of outstanding shares of Common Stock the Class (including shares represented by American Depositary Shares) 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 or Attribution Parties since the date as of which such number of outstanding shares of Common Stock the Class (including shares represented by American Depositary Shares) was reported. Notwithstanding anything The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Class outstanding immediately after giving effect to the contrary issuance of shares of the Class issuable upon exercise of this Warrant. Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Class outstanding immediately after giving effect to the issuance of shares of the Class upon exercise of this Warrant held by Holder and the provisions of this Section 2.5 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 2.5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to correct this Section 2.5 (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Warrant or Section 2.5 shall apply to a successor holder of this Warrant.”; and (c) by changing the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued phrase “five (5)” where it appears in Section 1.3 thereof to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) “twenty-five (“Nasdaq 19.99% Cap25)”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein anything in this Agreement or the Warrant Certificates to the contrary, the Holder a holder shall not be entitled have the right to exercise this Warrant for a number any portion of Warrant Shares in excess of Warrants, to the extent that number of Warrant Shares which, upon after giving effect to such issuance after exercise, such holder (together with such holder’s “affiliates” as defined in Rule 405 under the Securities Act of 1933, as amended) would cause beneficially own in excess of 9.99% of the aggregate common stock, par value $0.001 per share, of the Company (the “Common Stock”) outstanding immediately after giving effect to such issuance, unless the holder of this Warrant elects to waive the provisions of this Section upon not less than 61 days’ prior notice to the Company; provided, however, that in no event shall any Holder have the right to exercise any portion of a Warrant to the extent that after giving effect to such issuance after exercise, such holder (together with such holder’s “affiliates” as defined in Rule 405 under the Securities Act of 1933, as amended) would beneficially own in excess of 19.99% of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate 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 exercise of this a Warrant if the Warrant is exercisable for shares of Common Stock with respect to which the determination of such proviso sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (ia) exercise of the remaining, unexercised Warrants non-exercised portion of a Warrant beneficially owned by the Holder such holder or any of its affiliates and (iib) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Company beneficially owned by the Holder (including, without limitation, any other shares of Common Stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by such holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.5this, beneficial ownership shall be calculated 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, it being acknowledged by a holder that the Company is not representing to such holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such holder is solely responsible for any schedules required to be filed in accordance therewith. Notwithstanding To the foregoingextent that the limitation contained in this Section applies, the Holder may waive determination of whether a Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of a Warrant is exercisable shall be in the foregoing sole discretion of a holder, and the submission of a Warrant Certificate for exercise shall be deemed to be each Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of a Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or increase or decrease confirm the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration accuracy of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement)determination. For purposes of this Section 2.5Section, in determining the number of outstanding shares of Common Stock, the Holder a holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report Quarterly Report on Form 10-Q or annual report Annual Report on Form 10-K, as the case may be, filed with the SEC on the date thereofSecurities and Exchange Commission, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail 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 Warrantthe Warrants to be exercised, by the Holder such holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.]

Exercise Limitation. Notwithstanding any provisions herein anything to the contrarycontrary contained herein, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 9.9919.99% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the stockholders of the Company approve the Nasdaq Proposal (as defined by and in accordance with Section 5.11(B) of the Purchase Agreement), in which case, the 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall be increased, with respect to the Registered Holder, to 35% for purposes of both clause (i) and clause (ii) of this Section 1(e). For purposes of the foregoing provisothis Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, remaining unexercised Warrants beneficially owned and non-cancelled portion of this Warrant by the Registered Holder and (ii) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company beneficially owned by that do not have voting power (including without limitation any securities of the Holder Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in herein beneficially owned by the preceding sentence, Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Exercise Shares in excess of that number of Warrant Exercise Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.52.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the The Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires Company upon not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase AgreementWarrants). For purposes of this Section 2.52.4, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company as to the number of shares of Common Stock outstanding or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Trading Days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein anything to the contrarycontrary contained herein, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 9.9919.99% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the stockholders of the Company approve the Nasdaq Proposal (as defined by and in accordance with Section 5.11(B) of that certain Convertible Preferred Stock and Warrant Purchase Agreement, dated November 9, 2012, among the Company, Pillar Pharmaceuticals II, L.P. and the other parties thereto [(the “Series E Purchase Agreement”)]), in which case, the 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall be increased, with respect to the Registered Holder, to 35% for purposes of both clause (i) and clause (ii) of this Section 1(e). For purposes of the foregoing provisothis Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (ix) exercise of the remaining, remaining unexercised Warrants beneficially owned and non-cancelled portion of this Warrant by the Registered Holder and (iiy) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company beneficially owned by that do not have voting power (including without limitation any securities of the Holder Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in herein beneficially owned by the preceding sentence, Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.Mar

Exercise Limitation. 1.5.1 Notwithstanding any provisions herein to the contraryother provision, at no time may the Holder shall not be entitled to exercise this Warrant for a such that the number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to be received pursuant to such exercise, would cause the aggregate number of aggregated with all other shares of Common Stock then owned, or deemed beneficially owned owned, by the Holder to exceed and its affiliates, would result in the Holder and its affiliates owning more than 9.99% of all of such Common Stock as would be outstanding on the outstanding shares date of exercise, as determined in accordance with Section 13(d) of the Common Stock following such exerciseExchange Act and the rules and regulations promulgated thereunder. For purposes In addition, as of the foregoing provisoany date, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of into which this Warrant is exercisable within 61 days, together with all other shares of Common Stock then beneficially owned (as such term is defined in Rule 13(d) under the Exchange Act) by Holder and its affiliates, shall not exceed 9.99% of the total outstanding shares of Common Stock as of such date. 1.5.2 Until Stockholder Approval (as defined below) is obtained, or the Holder obtains an opinion of counsel reasonably satisfactory to the Company and its counsel that such approval is not required, the Holder shall be prohibited from exercising this Warrant if, as a result of such exercise, the aggregate number of Warrant Shares issued pursuant to all exercises of this Warrant plus the aggregate number of Investment Shares issued under the Purchase Agreement would exceed the Cap Amount (as defined below). If, at any time, the sum of (i) the number of Warrant Shares theretofore issued under this Warrant plus (ii) the number of Warrant Shares then issuable upon exercise of this Warrant with respect (without giving effect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or such exercise analogous to contained in this Warrant), plus (iii) the limitation contained herein. Except as set forth in the preceding sentence, for purposes aggregate number of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to Investment Shares issued under the Purchase Agreement). For purposes of this Section 2.5, in determining exceeds the number of outstanding shares of Common StockCap Amount, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-KCompany shall, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon upon the written request of the Holder, hold a meeting of its stockholders within sixty (60) days following such request, and use its best efforts to obtain the Company shall within three approval of its stockholders for the transactions described herein and the other Transaction Documents (3) Business Days confirm in writing “Stockholder Approval”). For purposes hereof, “Cap Amount” means 19.99% of the Common Stock outstanding on the Issuance Date (subject to adjustment upon a stock split, stock dividend or by electronic mail to similar event). In the event that the Holder the number shall sell or otherwise transfer all or any portion 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 Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything transferee shall be deemed to the contrary contained in this Warrant or the Securities Purchase Agreement, all have been allocated a pro rata share of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital MarketAmount.

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the contraryextent that after giving effect to the issuance of Warrant Shares after such exercise, as set forth on the applicable Notice of Exercise, the Holder shall not be entitled to exercise this Warrant for (together with the Holder’s Affiliates, and any other Persons acting as a number group together with the Holder or any of Warrant Shares the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.99% of the outstanding shares of the Common Stock following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of shares of Common Stock Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Shares issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the shares number of Common Stock Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.51(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding Act and the foregoingrules and regulations promulgated thereunder, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver it being acknowledged by the Holder of that the foregoing limitation or a request to increase such limitation requires Company is not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and not the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion, and at the sole determination, of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination, nor shall the Company be in any way liable to the Holder, any Attribution Party or any other Person in any respect of any such determination. In addition, a determination as to any other holder “group” status for purpose of Warrants sold pursuant to this Section 1(d) shall be determined in accordance with Section 13(d) of the Purchase Agreement)Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.51(d), in determining the number of outstanding shares of Common StockShares, the a Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (xA) the Company’s most recent quarterly report on Form 10-Q periodic or annual report on Form 10-Kfiled with the Securities and Exchange Commission (the “SEC”), as the case may be, filed with the SEC on the date thereof, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its the transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written request of the a Holder, the Company shall within three (3) Business two Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares 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 or Attribution Parties since the date as of which such number of outstanding shares of Common Stock Shares was reported. Notwithstanding anything The “Beneficial Ownership Limitation” shall be 4.99% of the number of Shares outstanding immediately after giving effect to the contrary issuance of Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(d); provided that the Beneficial Ownership Limitation in no event exceeds 9.985% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of this Warrant held by the Holder, and the provisions of this Section 1(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Warrant or the Securities Purchase Agreement, all paragraph shall apply to a successor holder of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Marketthis Warrant.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder to exceed 9.99% of the outstanding shares of the Common Stock Ordinary Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder shall include the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, in determining the number of outstanding shares of Common StockOrdinary Shares, the Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (x) the Company’s most recent quarterly semiannual report on Form 106-Q K or annual report on Form 1020-KF, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock Ordinary Shares outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock Ordinary Shares then outstanding. In any case, the number of outstanding shares of Common Stock Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock Ordinary Shares was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding any provisions other provision herein to the contraryand except for First Eagle Investment Management, LLC and any of its Affiliates, the Holder shall may not be entitled exercise the Warrant to the extent that immediately following such exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number Holder (together with its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock beneficially owned by would be aggregated with the Holder to exceed 9.99% Holder’s for purposes of Section 13(d) of the ▇▇▇▇ ▇▇▇) would beneficially own more than 19.99% (the “Maximum Percentage”) of the number of outstanding shares of the Common Stock following such exerciseStock. For purposes of the foregoing provisosentence, the aggregate number of shares of Common Stock beneficially owned by such Holder, its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder Holder’s for purposes of Section 13(d) of the 1934 Act shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants portion of this Warrant beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder Holder’s for purposes of Section 13(d) of the 1934 Act, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder Holder’s for purposes of Section 13(d) of the 1934 Act (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.5paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange 1934 Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the SEC on the date thereof, (y2) a more recent public announcement by the Company or (z3) any other notice by the Company or its transfer agent the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail 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 Warrantthe Warrants, by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything The provisions of this paragraph shall be construed and implemented in a manner other than in strict conformity with the terms of this Section 1(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Any purported delivery hereunder shall be void and have no effect to the contrary contained extent (but only to the extent) that, after such delivery, the beneficial ownership of such Holder would exceed the Maximum Percentage. If any delivery owed to the Holder (including, for this purpose, any holder of a beneficial interest therein) hereunder is not made, in whole or in part, as a result of this Warrant or provision, the Securities Purchase Agreement, all of the Holders Company’s obligation to make such delivery shall not be extinguished and the Company agree that shall make such delivery as promptly as practicable after, but in no event later than three (3) Business Days after, the total cumulative number of Common Stock issued Holder gives notice to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may Company that, after such delivery, its beneficial ownership would not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital MarketMaximum Percentage.