Common use of Holder’s Exercise Limitations Clause in Contracts

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the Holder's Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons, "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(e). For purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the "SEC"), as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number"). If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 one (1) Business Day confirm orally and 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 and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible notes into or convertible preferred stock exercisable or warrantsexchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (collectively, “Common Stock Equivalents”)) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 19.99% of the event that number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 SharesWarrant. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.”

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be [4.99/9.99]% of the 1934 Act), the number of shares so issued by which of the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds [9.99]% of the number of shares of the Common Stock outstanding immediately after giving effect to any other percentage the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply, provided further that an Affiliate of the Company may suspend the Beneficial Ownership Limitation in its entirety if, and for so long as, such Beneficial Ownership Limitation is not required to be in excess of 9.99% as specified in such notice; provided, however, that (i) any such effect to ensure compliance with applicable Nasdaq listing requirements with respect to stockholder approval. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's ’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes other Conversion Shares (as defined in the New Notes) or convertible preferred stock or warrantsOptions (as defined in the New Notes)) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Ordinary Share Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationOrdinary Shares, the a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Ordinary Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the event that number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owed to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates’s “affiliates” (as defined in Rule 144)), and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons, "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion 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 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 amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Holder Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect to the Holder’s Warrant, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant results in held by the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation provisions of the number of outstanding shares of Common Stock (as determined under this Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares"2(e) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power continue to vote or to transfer the Excess Sharesapply. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any Any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or Company. The Holder may also decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section Section 2(e) solely with respect to the Holder’s Warrant at any subsequent determination time, which decrease shall be effectively immediately upon delivery of exercisabilitynotice 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 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible notes into or convertible preferred stock exercisable or warrantsexchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (collectively, “Common Stock Equivalents”)) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the event that number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) any Person (as defined below) of the Holder's Holder that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act (“Affiliates”), and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any other security of the Company or the Subsidiaries (as defined below) 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 notes into or convertible preferred stock exercisable or warrants) beneficially owned by exchangeable for, or otherwise entitles the Holder or any other Attribution Party holder thereof to receive, Common Stock subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e)2.3.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2.3.5 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this WarrantSection 2.3.5, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Continental Stock Transfer Agent & Trust Company, LLC setting forth the number of shares of Common Stock outstanding (outstanding. Upon the "Reported Outstanding Share Number"). If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company written request of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (as determined under Section 13(dor, at the election of the Holder prior to the issuance of this Warrant, 9.99%) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2.3.5, provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (i) any such of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2.3.5 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary 2.3.5 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable solely as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 1 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e1(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934and the rules and regulations promulgated thereunder, as amended (the "1934 Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock it being acknowledged by the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the "SEC"), as the case may be, (y) a more recent public announcement by that the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number"). If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) as soon as reasonably practicable, the Company shall return not representing 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 one (1) Business Day confirm orally and that such calculation is 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 and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under compliance with Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, Exchange Act and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder is solely responsible for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed schedules required to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Actfiled in accordance therewith. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to To the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with that the intended beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.this

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Ordinary Shares Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number of outstanding Ordinary Shares is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationOrdinary Shares, the a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Ordinary Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the event that number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"“Commission”), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable solely as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Ordinary Share Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationOrdinary Shares, the a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Ordinary Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In the event that The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of shares any Warrants, 9.99%) of Common Stock the number of Ordinary Shares outstanding immediately after giving effect to the Holder issuance of Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owed to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Ordinary Share Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding Ordinary Shares that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding Ordinary Shares that was provided by the Company. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationOrdinary Shares, the a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Ordinary Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In The “Beneficial Ownership Limitation” shall be 4.99% of the event that number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to any other percentage not in excess the issuance of 9.99% as specified in such notice; provided, however, that (iWarrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). In addition, a determination as amended to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the "1934 Act"extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% (or, at the event that election of the Holder prior to the issuance of this Warrant, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the Holder's Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons, "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned Warrant Shares that may be acquired by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon any exercise of this Warrant with (or otherwise in respect to which the determination of such sentence is being made, but hereof) shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous limited to the limitation contained in this Section 2(e). For purposes of this Section 2(eextent necessary to insure that, following such exercise (or other issuance), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the "SEC"), as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number"). If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the total number of shares of Common Stock then outstanding and, to the extent that beneficially owned by such Notice Holder any other Persons whose beneficial ownership of Exercise Common Stock would otherwise cause be aggregated with the Holder's beneficial ownership’s pursuant to Sections 542(a)(2) and 544 of the United States Internal Revenue Code of 1986, as determined pursuant to this Section 1(famended (the “Code”), to as those sections are used in Section 856(h) of the Code, does not exceed 9.8% of the Beneficial Ownership Limitationtotal number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) unless the Company’s board of directors has, in its sole discretion, granted the Holder must notify a waiver from the stock ownership limitations set forth in the Company’s charter. The parties hereto acknowledge that certain listing standards of the Trading Market may generally require the Company to obtain the approval of a reduced number its stockholders before entering into certain transactions that potentially result in the issuance of 20% or more of its outstanding Common Stock; accordingly, in the event of an exercise of this Warrant Shares to be purchased pursuant to such Notice of Exercise (that would result in the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the total 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, beneficially owned by the a Holder and any other Attribution Party since the date as Affiliate of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the such Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation exceeding 19.9% of the total number of then issued and outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder including for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, purpose the shares of Common Stock issuable pursuant to upon such exercise), the terms Company shall, at its discretion, either obtain stockholder approval of this such issuances or upon settlement of the exercise of such Warrant deliver cash in lieu of any shares otherwise deliverable upon exercise of such Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of such limitation, in accordance with the provisions of this section with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e6(a) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionhereof.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be [4.99/9.99]3[19.99]4% of the 1934 Act), the number of shares so issued by which of the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess provisions of 9.99% as specified in such notice; providedthis Section 2(e), however, provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until in no event exceeds [9.99]5[19.99]6% of the sixty-first (61st) day number of shares of the Common Stock outstanding immediately after such notice is delivered giving effect to the Company and (ii) any such increase or decrease will apply only to issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect Section 3 Applicable to any subsequent determination of exercisabilityHolders who are non-Affiliates. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) 4 Applicable to the extent necessary to correct this paragraph or any portion of this paragraph which Holders who may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2(e) or Affiliates. 5 Applicable to make changes or supplements necessary or desirable Holders who are non-Affiliates. 6 Applicable to properly give effect to such limitation. The limitation contained in this paragraph Holders who may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionAffiliates.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this a Warrant, and the Holder a holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this a Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such issuance after exercise, the Holder holder (together with the Holder's Affiliatesholder’s affiliates, and any other Persons persons acting as a group together with the Holder holder or any of the Holder's Affiliates (such Personsholder’s affiliates), "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder holder and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this a Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this a Warrant beneficially owned by the Holder holder or any of the other Attribution Parties its affiliates and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e)3.3.7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 “Exchange Act")”) and the rules and regulations promulgated thereunder, it being acknowledged by the holder that the Company is not representing to the holder that such calculation is in compliance with Section 13(d) of the Exchange Act and 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 3.3.7 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the holder together with any affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of the holder, and the submission of a subscription form shall be deemed to be the holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the holder together with any affiliates) and of which portion of a 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 Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 3.3.7, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the Holder a holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the Holdera holder, the Company shall within one two Trading Days (1as defined below) Business Day confirm orally and in writing or by electronic mail to the Holder 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 Warranta Warrants, by the Holder and any other Attribution Party holder or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 9.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more upon not less than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written 61 days’ prior notice to the Company, the Holder may from time to time increase or decrease waive the Beneficial Ownership Limitation to any other percentage not in excess provisions of 9.99% as specified in this Section 3.3.7. Any such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation waiver will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary 3.3.7 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this a Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates and (iii) any other Persons whose beneficial ownership of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e)2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2.5 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2.5, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "“Reported Outstanding Share Number"”). If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's ’s beneficial ownership, as determined pursuant to this Section 1(f)2.5, to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Exercise Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "“Reduction Shares"”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price 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 one (1) Business Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 19.9% of the event that number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 19.9% of the number of shares of Common Stock outstanding immediately after giving effect to any other percentage not in excess the issuance of 9.99% as specified in such notice; provided, however, that (i) any such the Exercise Shares upon exercise of this Warrant held by the 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 sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the HolderCompany. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) of the Exchange Act or Rule 16a-1(a)(1) of promulgated under the 1934 Exchange Act. No prior inability to exercise this Warrant pursuant to this section paragraph shall have any effect of on the applicability of the provisions of this section paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary 2.5 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) applies, 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day Trading Days confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant 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 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and Holder, together with the other Attribution Parties Parties, collectively being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act)Limitation, the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation of the Holder and its Attribution Parties exceeds such limitation (the "“Excess Shares"”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice Shares and the Holder shall return the Excess Shares to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisability. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges If the Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternative consideration is owing to the Holder, provided that the Company may rely on Holder shall continue to have the information right, subject to the conditions set forth out herein, to exercise any unexercised portion of the Warrant which was otherwise exercisable and all other rights, powers and remedies hereunder shall remain in the Notice of Exercise, full force and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectioneffect.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Ordinary Shares Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e)) [Holder’s Exercise Limitations], beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 “Exchange Act")”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and 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 2(e) [▇▇▇▇▇▇’s Exercise Limitations] 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 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. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e) [▇▇▇▇▇▇’s Exercise Limitations], in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationOrdinary Shares, the a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Ordinary Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the event that number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e) [Holder’s Exercise Limitations], provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such [Holder’s Exercise Limitations] shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary [Holder’s Exercise Limitations] to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's ’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation"Limitation (as defined below), unless, in the case of a Holder with a Beneficial Ownership Limitation of 19.99%, Shareholder Approval (as defined below) of the number of shares of Common Stock outstanding immediately after giving effect is obtained prior to such exerciseissuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall initially be 4.99% (or upon the event that election of a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided(or upon the election of a Holder prior to the issuance of any Warrants, however, that (i19.99%) any such of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.provisions

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Shares Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding Shares that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationShares, the a Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"“Commission”), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Shares was reported. In The “Beneficial Ownership Limitation” shall be 4.99% (or, at the event that election of the Holder, 9.99%) of the number of Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the common shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of common shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of common shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Share Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership Limitationcommon shares, the a Holder may rely on the number of outstanding common shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of common shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing or by electronic mail to the Holder the number of common shares of Common Stock then outstanding. In any case, the number of outstanding common 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding common shares was reported. In The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the event that number of common shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of common shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, (i) the Holder would beneficially own in excess of the Holder Beneficial Ownership Limitation (as defined below) or (ii) the Holder, together with the Holder's Affiliates, ’s Affiliates and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons’s Affiliates, "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Affiliates Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties its Affiliates and conversion of any Warrant Shares so acquired upon exercise, and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other securities of the 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 notes into or convertible preferred stock exercisable or warrantsexchangeable for, or otherwise entitles the holder thereof to receive, Common Stock, hereinafter “Common Stock Equivalents”) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the 1934 Act and 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 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the reasonable judgment of the Holder, in each case subject to the Holder Beneficial Ownership Limitation or the Affiliates Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Holder Beneficial Ownership Limitation” shall be 4.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the (including shares issuable upon conversion of Warrant Shares issued upon exercise). The “Affiliates Beneficial Ownership Limitation Limitation” shall be 9.99% of the number of outstanding shares of the Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms upon exercise of this Warrant in excess (including shares issuable upon conversion of the Warrant Shares issued upon exercise). The Holder Beneficial Ownership Limitation shall not be deemed to be beneficially owned by together with the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of Affiliates Beneficial Ownership Limitation is collectively known as the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisability. “Beneficial Ownership Limitation.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Warrant and shall cease to apply only (x) upon sixty-one (61) days’ written notice from the Holder acknowledges that to the Company may rely on of an election to increase or decrease or remove one or both of the information set forth Holder Beneficial Ownership Limitation and the Affiliate Beneficial Ownership Limitation or (y) immediately upon written notice from the Holder to the Company at any time after the public announcement or other disclosure of a Fundamental Transaction (as defined in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionSection 3(c)).

Holder’s Exercise Limitations. Notwithstanding anything Pursuant to Section 2(f) of the contrary contained herein, the Purchase Agreement titled “Holder’s Exercise Limitations” shall be replaced with “The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's ’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons’s Affiliates), "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") Limitation (as defined below). For purposes of this Section 2(e), the foregoing sentence, the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Ordinary Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties its Affiliates and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Share Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion 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 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 amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationOrdinary Shares, the a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (Ordinary Shares outstanding. Upon the "Reported Outstanding Share Number"). If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company written request of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise Holder (the number of shares by which such purchase is reducedwhich, the "Reduction Shares") and (ii) as soon as reasonably practicablefor clarity, 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 Holderincludes electronic mail), the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Ordinary Shares was reported. In The “Beneficial Ownership Limitation” shall be 9.99% of the event that number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Ordinary Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityWarrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.”

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this a Warrant, and the Holder a holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this a Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such issuance after exercise, the Holder holder (together with the Holder's Affiliatesholder’s affiliates, and any other Persons persons acting as a group together with the Holder holder or any of the Holder's Affiliates (such Personsholder’s affiliates), "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder holder and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this a Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this a Warrant beneficially owned by the Holder holder or any of the other Attribution Parties its affiliates and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e)3.3.7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 “Exchange Act")”) and the rules and regulations promulgated thereunder, it being acknowledged by the holder that the Company is not representing to the holder that such calculation is in compliance with Section 13(d) of the Exchange Act and 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 3.3.7 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the holder together with any affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of the holder, and the submission of a subscription form shall be deemed to be the holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the holder together with any affiliates) and of which portion of a 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 Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 3.3.7, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the Holder a holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the Holdera holder, the Company shall within one two Trading Days (1as defined below) Business Day confirm orally and in writing or by electronic mail to the Holder 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 Warranta Warrants, by the Holder and any other Attribution Party holder or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 9.99% or 14.99% (as specified by the event that holder to the Company) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more upon not less than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written 61 days’ prior notice to the Company, the Holder may from time to time increase or decrease waive the Beneficial Ownership Limitation to any other percentage not in excess provisions of 9.99% as specified in this Section 3.3.7. Any such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation waiver will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary 3.3.7 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that a Warrant without giving effect to any waiver of the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionBeneficial Ownership Limitation by a predecessor holder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Common Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Share Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding Common Shares that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding Common Shares that was provided by the Company. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationShares, the a Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Common Shares was reported. In The “Beneficial Ownership Limitation” shall be [4.99/9.99]1 [19.99]2% of the event that number of Common Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds [9.99]3 [19.99]4% of the number of Common Shares outstanding immediately after giving effect to any other percentage not in excess the issuance of 9.99% as specified in such notice; provided, however, that (iWarrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder. 1 Applicable to Holders who are non-Affiliates. 2 Applicable to Holders who may rely on the information set forth in the Notice of Exercise, and shall not be required Affiliates. 3 Applicable to independently verify whether or not an exercise would trigger the provisions of this sectionHolders who are non-Affiliates. 4 Applicable to Holders who may be Affiliates.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). In addition, a determination as amended to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the "1934 Act"extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% (or, at the event that election of the Holder prior to the issuance of this Warrant, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e)2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2.5 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2.5, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (i) any such of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the 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 sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary 2.5 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, Section 2 to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's ’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates or whose beneficial ownership of Common Stock would be attributed to the Holder or any of the Holder’s Affiliates for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or including any other Attribution Party Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To avoid doubt, the calculation of the Beneficial Ownership Limitation shall take into account the concurrent exercise or conversion, as amended applicable, of the unexercised or unconverted portion of any other securities of the Company (including any other Common Stock Equivalents) beneficially owned by the "1934 Act"Holder or any of its Affiliates or Attribution Parties, as applicable. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any of its Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion 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 of its 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 (including any determination as to group status pursuant to the next sentence). In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "“Reported Share Outstanding Share Number"”). Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. If the Company receives an a Notice of Exercise from the Holder at a time when the actual number of outstanding shares of Common Stock outstanding is less than the Reported Share Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), Holder to exceed the Beneficial Ownership Limitation, the Holder must shall notify the Company of a reduced number of Warrant Shares shares of Common Stock to be purchased delivered upon exercise pursuant to such Notice of Exercise (so as to comply with the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstandingapplicable Beneficial Ownership Limitation. 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be [9.9][4.9]% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed Warrant, as adjusted pursuant to beneficially ownthis Section 2(e). The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to any other percentage not in excess the issuance of 9.99% as specified in such notice; provided, however, that (ishares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any shall continue to apply. Any such increase in or decrease of the Beneficial Ownership Limitation will not be effective until (A), in the case of an increase in the applicable Beneficial Ownership Limitation, the sixty-first (61st) day after such notice is delivered to the Company and (iiB) any such increase or in the case of a decrease will apply only to in the Holder and applicable Beneficial Ownership Limitation, the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party later of the Holder. For purposes time of clarity, the shares delivery of Common Stock issuable pursuant to the terms of this Warrant such notice and such date and time as specified in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilitysuch notice. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) ​ of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"“Commission”), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99% / 9.99%] (as determined under Section 13(dor, at the election of the Holder prior to the issuance of this Warrant, 9.99%) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable solely as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds [9.99%/19.99%] of the number of shares of Common Stock outstanding immediately after giving effect to any other percentage not in excess the issuance of 9.99% as specified in such notice; provided, however, that (iWarrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.Warrant.]1

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise (except in the terms and conditions case of this Warrant and any such an exercise shall be null and void and treated as if never madefor Pre-Funded Warrants), to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's ’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination (other than to the extent that the information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings relied upon by the Holder). In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 9.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Holder Company, may decrease, and subsequently increase or decrease, the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant results in held by the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation provisions of the number of outstanding shares of Common Stock (as determined under this Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares"2(e) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power continue to vote or to transfer the Excess Sharesapply. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, unless and until a charter amendment is filed with the Secretary of State of the State of Delaware (the “Charter Amendment”) evidencing the Stockholder Approval (as defined in Section 5), the Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates and (iii) any other Persons whose beneficial ownership of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be [4.99% / 9.99%] of the event that number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds [19.99]% of the number of shares of Common Stock outstanding immediately after giving effect to any other percentage not in excess the issuance of 9.99% as specified in such notice; provided, however, that (ishares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, but subject in each instance to Section 1(f) hereof, the Company shall not effect the exercise not, without receipt of any portion required Approvals (as defined below), effect any exercise of this Warrant, and the Holder shall not have not, without prior written notice to the right Company and receipt by the Company of any required Approvals, be entitled to exercise any portion of this Warrant, pursuant to the terms and conditions for a number of this Warrant and any such exercise shall be null and void and treated as if never madeShares in excess of that number of Warrant Shares which, to the extent that after upon giving effect to such exercise, the Holder together with the Holder's Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates would cause (such Persons, "Attribution Parties"i) collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates (as defined below) 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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 9.9% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Attribution Parties 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 9.9% of the combined voting power of all of the securities of the Company then outstanding following such exercise (clauses (i) and (ii), collectively, the “Ownership Percentage”); provided, however, that the Holder shall include be entitled to exercise this Warrant above the Ownership Percentage (subject in each instance to Section 1(f) hereof) with at least 61 days’ advance notice of such exercise or within 60 days upon the approval of the Company’s Board of Directors, and in each case, as long as the Company has received any required Approvals. The term “Affiliate” as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person. For the avoidance of doubt, for purposes of this Section 1(e), Section 1(f) and Section 1(i) of this Warrant Certificate (i) Brookfield Asset Management Inc. together with its managed funds and accounts and affiliated holding companies and its Affiliates (collectively, “Brookfield”) shall be deemed “Affiliates” of the Holder, and (ii) Brookfield’s beneficial ownership of Common Stock shall be aggregated with the Holder’s or its Affiliates’ beneficial ownership of Common Stock. The foregoing shall not constitute an admission by the Holder to a third party that Brookfield is an Affiliate of the Holder or that Brookfield's beneficial ownership of Common Stock should be aggregated with that of the Holder or its Affiliates for any purpose other than this Section 1(e) or Section 1(f) or Section 1(i) hereof. For purposes of this Section 1(e) and Section 1(f) and Section 1(i) hereof, the aggregate number of shares of Common Stock held or voting securities beneficially owned by the Holder and all its Affiliates and any other Attribution Parties plus persons whose beneficial ownership of Common Stock would be aggregated with the number Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ax) exercise of the remaining, remaining unexercised and non-cancelled portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (By) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company that do not have voting power (includingincluding without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitationlimitation any debt, preferred stock, Preferred Shares (as defined below), right, option, warrant or other instrument that is at any time convertible notes into or convertible preferred stock exercisable or warrants) beneficially owned by exchangeable for, or otherwise entitles the Holder or any other Attribution Party holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(e). For purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, herein and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the "SEC"), as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number"). If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 one (1) Business Day confirm orally and 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 and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be [4.99/9.99]1[19.99]2% of the 1934 Act), the number of shares so issued by which of the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds [9.99]3 [19.99]4% of the number of shares of the Common Stock outstanding immediately after giving effect to any other percentage the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply, provided further that an Affiliate of the Company may, with the consent of the Company, suspend the Beneficial Ownership Limitation in its entirety if, and for so long as, such Beneficial Ownership Limitation is not required to be in excess of 9.99% as specified in such notice; provided, however, that (i) any such effect to ensure compliance with applicable Nasdaq listing requirements with respect to stockholder approval. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder. 1 Applicable to Holders who are non-Affiliates. 2 Applicable to Holders may rely on the information set forth in the Notice of Exercise, and shall not be required Affiliates. 3 Applicable to independently verify whether or not an exercise would trigger the provisions of this sectionHolders who are non-Affiliates. 4 Applicable to Holders who may be Affiliates.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"“Commission”), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by underlying the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the provisions of this Section 2(e) shall continue to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Ordinary Share Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationOrdinary Shares, the a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Ordinary Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the event that number of Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Warrant Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owed to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"“Commission”), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (as determined under Section 13(dor, at the election of the Holder prior to the issuance of this Warrant, 9.99%) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable solely as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number ​ of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"“Commission”), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (as determined under Section 13(dor, at the election of the Holder prior to the issuance of this Warrant, 9.99%) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall ​ apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable solely as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth in Holder’s Beneficial Ownership Limitation, no alternate consideration is owed to the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionHolder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the A Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's ’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons’s Affiliates), "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties its Affiliates and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion 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 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 amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other Attribution Party or its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityWarrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's Affiliates’s Affiliates (as defined below), and (ii) any other Persons acting as a group together with the Holder or any of the Holder's ’s Affiliates and (iii) any other Persons whose beneficial ownership of the Common Shares would or could be aggregated with the Holder for the purposes of Section 13(d) of the Exchange Act (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Shares beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock Shares issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible notes into or convertible preferred stock exercisable or warrantsexchangeable for, or otherwise entitles the holder thereof to receive, Common Shares (“Common Share Equivalents”)) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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 and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding Common Shares that was provided by the Company. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding Common Shares that was provided by the Company. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationShares, the a Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")Shares outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number such number of outstanding Common Shares was reported. In The “Beneficial Ownership Limitation” shall be [4.99 / 9.99 / 19.99]% of the event that number of Common Shares outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder Shares issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownWarrant. The Holder, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided, that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (ior 19.99% with prior written approval of the Company) any such of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that If the Company may rely on Warrant is unexercisable as a result of the information set forth Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder. As used herein, “Affiliate” means any Person (as defined below) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Notice Securities Act. As used herein, “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this sectionany kind.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder's ’s Affiliates, and (ii) any other Persons acting as a group together with the Holder or any of the Holder's Affiliates ’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, "“Attribution Parties") collectively ”)), would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other its Affiliates and Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock the Warrant Shares which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other its Affiliates or Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) 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 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, and a submission of a Notice of Exercise shall be deemed a representation and warranty by the Holder of the foregoing determination. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one (1) Business Trading Day confirm orally and 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 and any other or its Affiliates or Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the such number of outstanding shares of Common Stock (as determined under Section 13(d) was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power of Common Stock outstanding immediately after giving effect to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Warrant Shares has been deemed null and voidissuable upon exercise of this Warrant. The Holder, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written upon notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in excess of no event exceeds 9.99% as specified in such notice; provided, however, that (iof the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) any such shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the A Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madeSection 2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates’s affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons’s affiliates), "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion 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 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 amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC"), as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the a Holder, the Company shall within one two (12) Business Day Trading Days confirm orally and 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 and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 9.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the "Excess Shares") shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided, however, that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityWarrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates’s affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons’s affiliates), "Attribution Parties") collectively would beneficially own in excess of 4.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to such exerciseLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (Bii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Common Stock Equivalents) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 2(e). For the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and 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 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion 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 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 amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the "1934 Act")Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2(e), in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Beneficial Ownership LimitationStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (xA) the Company's ’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission (the "SEC")Commission, as the case may be, (yB) a more recent public announcement by the Company or (3C) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number")outstanding. If the Company receives an Notice of Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Exercise would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Notice of Exercise (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) 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 Upon the written or oral request of the Holder▇▇▇▇▇▇, the Company shall within one (1) Business Day two Trading Days confirm orally and 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 and any other Attribution Party or its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In The “Beneficial Ownership Limitation” shall be 4.99% of the event that number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock to the Holder issuable upon exercise of this Warrant results in the Warrant. The Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than may decrease the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which at any time and the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Beneficial Ownership Limitation , upon not less than sixty-one (the "Excess Shares"61) shall be 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 the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written days’ prior notice to the Company, the Holder may from time to time increase or decrease waive the Beneficial Ownership Limitation to any other percentage not in excess provisions of 9.99% as specified in such notice; providedthis Section 2(e), however, provided that (i) any such increase in the Beneficial Ownership Limitation or waiver will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this section shall have any effect of the applicability of the provisions of this section with respect to any subsequent determination of exercisabilityCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The Holder acknowledges that the Company may rely on the information set forth in the Notice of Exercise, and shall not be required to independently verify whether or not an exercise would trigger the provisions of this section.