Common use of Issuance Restrictions Clause in Contracts

Issuance Restrictions. Until the Reverse Stock Split Date, the Company shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures or Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82419.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata rat a portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities any Shares issued pursuant to the Purchase Agreement, would exceed 247,161,82426,000,000 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A WarrantsDebentures, Series B Warrants Shares and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures, Shares and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until If the Reverse Stock Split DateCompany has not obtained Shareholder Approval, the Company shall may not be required to issue upon exercise of this Warrant (1) any shares until six months from the Initial Exercise Date and (2) from and after six months from the Initial Exercise Date (or until such later date if the Company continues to seek shareholder approval at the request of the holders of Warrants), a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to any Debentures issued pursuant to the Purchase AgreementAgreement (whether upon conversion or as payment of interest), and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,622,612, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Debentures and Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Debentures held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser (other than the Holder) no longer holds any Warrants or Debentures and the amount of shares issued to such Purchaser pursuant to its Warrants and Debentures was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, (i) If the Company shall has not be required to obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d), then the Company may not issue upon exercise of this Warrant a number of shares of Common StockWarrant Shares, which, when aggregated with any shares of Common Stock issued (i) issued pursuant to the Purchase Agreement, (ii) issuable upon conversion of the Notes issued pursuant to the Purchase Agreement; (iii) issuable upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiiv) issuable pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82419.99% shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants and the amount of shares issued to such Purchaser Holder pursuant to its Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required approval of the Reverse Stock Split DateCompany’s shareholders of the issuance of Securities pursuant to the Purchase Agreement (“Shareholder Approval”) is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective. Notwithstanding anything herein to the Reverse Stock Split Datecontrary, the Issuance Restrictions of this Section 2 shall be inapplicable to any Warrants issued with an exercise price at the greater of the book or market value pursuant to NASDAQ Rule 5635(d). The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8244,855,108 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, (i) If the Company shall has not be required to obtained the approval of its shareholders in accordance with the rules of The NASDAQ Stock Market, LLC, then the Company may not issue upon exercise of this Warrant a number of shares of Common StockWarrant Shares, which, when aggregated with any shares of Common Stock issued (i) issued pursuant to the Purchase Subscription Agreement, (ii) issuable upon conversion of the Preferred Shares issued pursuant to the Subscription Agreement; (iii) issuable upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Subscription Agreement and (iiiiv) issuable pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Subscription Agreement, would exceed 247,161,824Five Million (5,000,000) shares of Common Stock, in the aggregate, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Subscription Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Subscription Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Subscription Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants and the amount of shares issued to such Purchaser Holder pursuant to its Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required approval of the Reverse Company’s shareholders of the issuance of in excess of Five Million (5,000,000) shares of Common Stock Split Datepursuant to the Subscription Agreement (“Shareholder Approval”) is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Subscription Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Issuance Restrictions. Until Notwithstanding anything herein to the Reverse Stock Split Datecontrary, if the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreementconversion of any Debentures, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the [Purchase Agreement Agreement][Exchange Agreement], and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee [in connection with the issuance conversion or exercise of Securities any original issue discount convertible debentures and Common Stock purchase warrants issued pursuant to the [Purchase Agreement][Exchange Agreement]] (such securities, collectively, the “Issuance Capped Securities” and the holders of Issuance Capped Securities, the “Capped Holders”) would exceed 247,161,824______________[8], subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the [Purchase Agreement Agreement][Exchange Agreement] (such number of shares, the “Issuable Maximum”). The Each Capped Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount plus the exchange amounts exchanged pursuant to the Exchange Agreement, if any, by (y) the aggregate original Subscription Amount of all holders (or exchange amounts if pursuant to the Purchase Exchange Agreement) of all Capped Holders. In addition, the a Capped Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Issuance Capped Securities held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Capped Holder no longer holds any Warrants Issuance Caped Securities and the amount of shares Issuance Capped Securities issued to such Purchaser pursuant to its Warrants Capped Holder was less than such PurchaserCapped Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required obtained Stockholder Approval or the financial viability exception pursuant to NASDAQ Rule 5635(f) for the issuance of the Securities under the Purchase Agreement, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Notes issued pursuant to the Purchase Agreement, and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82465,549,995, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal in the following order of priority: (1) first, 35% of the Issuable Maximum to the Conversion Shares underlying the Initial Bridge Notes (not to exceed $33.5 million in initial principal amount, and provided that such Initial Bridge Notes are committed on or before August 15, 2022 and funded on or before the earlier of (x) August 22, 2022 and (y) the date on which the Issuer’s Q2 2022 Form 10-Q is filed (or the following Business Day if such filing is after noon ET)) and the Warrant Shares underlying the Warrants issued in connection with the Initial Bridge Notes; (2) second, the balance of the Issuable Maximum to the Conversion Shares underlying the next $200 million of other Notes (not including the Initial Bridge Notes) and the Warrant Shares underlying the Warrants issued in connection with such other Notes on or prior to October 15, 2022, allocated ratably based on the quotient obtained by dividing (x) the Holder’s original Subscription Amount for all Notes other than the Initial Bridge Notes by (y) the aggregate original Subscription Amount of all holders of Notes pursuant to the Purchase Agreement other than the Initial Bridge Notes; (3) third, if any of the Issuable Maximum is remaining following the issuance in full of all Notes and Warrants set forth in clauses (1) and (2) above, towards all Conversion Shares underlying the remaining Notes and Warrant Shares underlying the remaining Warrants ratably based on the quotient obtained by dividing (x) the Holder’s original Subscription Amount for all Notes by (y) the aggregate original Subscription Amount of all holders of the Notes pursuant to the Purchase Agreement. In addition; provided, however, the Holder may re-allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Notes and Series C Warrants held by the Holder it in its sole discretiondiscretion provided that such re-allocation will not change the aggregate portion of the Issuable Maximum within any category above. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Notes or Warrants and the amount of shares issued to such Purchaser pursuant to its Notes and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued The Company shall not issue to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated Holder any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Dateother than in strict compliance with this Section 2(f).

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures or Preferred Stock issued pursuant to the Purchase Agreement, Agreement and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8246,146,679 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). For the avoidance of doubt, it is further provided that, until the Company has obtained Shareholder Approval, the Company may not issue, and the Warrant shall not be exercisable, if such issuance upon would result in a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures or Preferred Stock issued pursuant to the Purchase Agreement and (ii) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement, would exceed 10,856,945 shares of Common Stock, the maximum number of shares of Common Stock available for issuance from the Company’s authorized capital stock (such number of shares, the “Authorized Maximum Shares”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the lesser of the Issuable Maximum or the Authorized Maximum Shares, as applicable, equal to the quotient obtained by dividing (x) the Holder’s original First Closing Subscription Amount by (y) the aggregate original First Closing Subscription Amount Amounts of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum or the Authorized Maximum Shares, as applicable, among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable MaximumMaximum or the Authorized Maximum Shares, as applicable. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be obtained the approval of its shareholders, if required to in accordance with NASDAQ Listing Rule 5635(d), then the Company may not issue upon exercise conversion of this Warrant Shares a number of shares of Common StockConversion Shares, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Subscription Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82419.99% shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase this Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement purchaser shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holderpurchaser’s original Subscription Amount aggregate Share purchase price by (y) the aggregate original Subscription Amount aggregate share purchase price of all holders pursuant to purchasers in the Purchase AgreementOffering. In addition, the Holder purchaser may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Shares held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser purchaser no longer holds any Warrants Shares and the amount of shares issued to such Purchaser purchaser pursuant to its Warrants Subscription Agreement was less than such Purchaserpurchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required approval of the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with shareholders of the Securities issued issuance of Shares pursuant to the Purchase Subscription Agreement as described (“Shareholder Approval”) is obtained and effective, Shares shall be unconvertible in clause (iii) above shall provide that such warrants shall not be allocated any portion excess of the Issuable Maximum unless and until such Shareholder Approval is obtained and effective. Notwithstanding anything herein to the contrary, the restrictions of this Section 2(g) shall be unexercisable until inapplicable to any Shares issued at the Reverse Stock Split Dategreater of the book or market value pursuant to NASDAQ Rule 5635(d). The limitations contained in this paragraph shall apply to a successor holder of Shares.

Issuance Restrictions. Until the Reverse Stock Split Date, (i) If the Company shall has not be required to obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d), then the Company may not issue upon exercise of this Warrant a number of shares of Common StockWarrant Shares, which, when aggregated with any shares of Common Stock issued (i) issued pursuant to the Purchase Subscription Agreement, (ii) issuable upon conversion of the Series A Preferred Stock issued pursuant to the Subscription Agreement; (iii) issuable upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Subscription Agreement and (iiiiv) issuable pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Subscription Agreement, would exceed 247,161,82419.99% shares of Common Stock issued and outstanding as of the Initial Issuance Date, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Subscription Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Subscription Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Subscription Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants and the amount of shares issued to such Purchaser Holder pursuant to its Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required approval of the Reverse Company’s shareholders of the issuance of the Common Stock Split Dateunderlying the Shares and the Warrant Shares pursuant to the Subscription Agreement (“Shareholder Approval”) is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Subscription Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) upon conversion of or as payment of interest on the Debentures issued pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8246,545,670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Debentures and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,307,460, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement Agreement, upon exercise of this Warrant and such other Warrants, as applicable, shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders of Warrants pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such For each Purchaser who continues to hold Warrants, each such Purchaser’s portion shall be adjusted upward ratably in the event that a any other Purchaser no longer holds any Warrants and the amount number of shares of Common Stock previously issued to such other Purchaser pursuant to its Warrants was less than such other Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82412,669,116, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split DateFor purposes of clarity, the Company shall does not be required to currently have sufficient authorized shares for the exercise of the Warrants as contemplated in the Transaction Documents. If the Company has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, that would exceed 247,161,824_____1 , subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it or its affiliates in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until Notwithstanding anything herein to the Reverse Stock Split Datecontrary, if the Company shall has not be required obtained Shareholder Approval, then the Company may not issue pursuant to issue upon exercise of this Warrant Section 4.13 a number of shares of Common StockAdditional Shares, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase this Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement Warrant, and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase this Agreement, would exceed 247,161,824431,401, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase this Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement Each Purchaser shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holdersuch Purchaser’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase AgreementPurchasers hereunder. In addition, the Holder a Purchaser may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Additional Shares and Series C Warrants Warrant Shares held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and deemed effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase this Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and deemed effective.

Issuance Restrictions. Until the Reverse Stock Split Date, the The Company shall not be required to issue any shares of Common Stock upon exercise of this Warrant a if the issuance of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion of the Shares pursuant to the terms of the Certificate of Designation) would exceed the aggregate number of shares of Common StockStock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, whichthe Shares or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, when aggregated with any the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement, Agreement on the Closing Date divided by (ii2) upon prior exercise the aggregate number of this or any other Warrants Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement and on the Closing Date (iii) pursuant with respect to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shareseach Buyer, the “Issuable MaximumExchange Cap Allocation”). The Holder In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the holders restrictions of the other Warrants issued pursuant prior sentence shall apply to such transferee with respect to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal Exchange Cap Allocation so allocated to the quotient obtained by dividing (x) the Holdersuch transferee. Upon conversion and exercise in full of a holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In additionShares and Warrants, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants difference (if any) between such holder’s Exchange Cap Allocation and the amount number of shares of Common Stock actually issued to such Purchaser pursuant holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to its Warrants was less than such Purchaser’s pro-rata share the respective Exchange Cap Allocations of the Issuable Maximum. For avoidance remaining holders of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as Shares and related Warrants on a fee pro rata basis in connection with the Securities issued pursuant proportion to the Purchase Agreement as described in clause (iii) above shall provide that shares of Common Stock underlying the Shares and related Warrants then held by each such warrants shall not be allocated any portion holder of the Issuable Maximum Shares and shall be unexercisable until the Reverse Stock Split Daterelated Warrants.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8242,579,914, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective. For the Reverse purposes of this Section 2(f), “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the NYSE MKT (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock Split on the Closing Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to issue obtained Shareholder Approval, then the Company may not issue, upon exercise of this Warrant Warrant, a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,197,952, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Preferred Stock and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required obtained the Shareholder Approval or the financial viability exception pursuant to NASDAQ Rule 5635(f) for the issuance of the Common Stock underlying the Tranche C and Tranche D Notes and Warrants, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Tranche C Notes or Tranche D Notes issued pursuant to the Purchase Agreement, and (ii) upon prior exercise of this or any other Warrants Tranche C or Tranche D Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824137,559,650, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Tranche C and Tranche D Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal pro rata in accordance with the Tranche C Notes and Tranche D Notes issued to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders such Holders pursuant to the Purchase Agreement. In addition; provided, however, the Holder may re-allocate its pro-pro rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Tranche C and Series C Tranche D Notes and Warrants held by the Holder it in its sole discretion; provided that such re-allocation will not change the aggregate portion of the Issuable Maximum within any category above. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Tranche C or Tranche D Notes or Warrants issued after the date of the Purchase Agreement and the amount of shares issued to such Purchaser pursuant to its such Tranche C and Tranche D Notes and Warrants was less than such Purchaser’s pro-pro rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued The Company shall not issue to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated Holder any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.other than in strict compliance with this Section 2(f).]4

Issuance Restrictions. Until Notwithstanding anything herein to the Reverse Stock Split Datecontrary, if the Company shall has not be required obtained Stockholder Approval, then the Company may not (until such Stockholder Approval has been obtained) issue pursuant to issue upon exercise of this Warrant Section 4.12 a number of shares of Common StockAdditional Shares, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase this Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement Warrant and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase this Agreement, would exceed 247,161,8242,000,000 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase this Agreement (such number of shares, the “Issuable Maximum”). The Holder and Notwithstanding anything herein to the holders contrary, any Additional Shares issuable to the Purchasers pursuant to Section 4.12 that may not be issued because such Additional Shares are in excess of the other Warrants Issuable Maximum shall be held in abeyance by the Company until such time as Stockholder Approval is obtained and thereafter shall be issued pursuant to the Purchase Agreement Purchasers in accordance with this Agreement. Each Purchaser shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holdersuch Purchaser’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase AgreementPurchasers hereunder. In addition, the Holder a Purchaser may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Additional Shares and Series C Warrants Warrant Shares held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance Unless and until any required Stockholder Approval is obtained and deemed effective, the terms of doubt, until the Reverse Stock Split Date, any warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase this Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum exercisable unless and shall be unexercisable until the Reverse Stock Split Datesuch Stockholder Approval is obtained and deemed effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824______________1, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained the approval of its shareholders in accordance with the rules of the NYSE MKT, then the Company may not issue upon exercise of this Warrant a number of shares of Common StockWarrant Shares, which, when aggregated with any shares of Common Stock issued (i) issued pursuant to the Purchase Subscription Agreement, and (ii) issuable upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Subscription Agreement, would exceed 247,161,824Two Million Eight Hundred and Forty Thousand (2,840,000) shares of Common Stock, in the aggregate, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Subscription Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Subscription Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Subscription Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants and the amount of shares issued to such Purchaser Holder pursuant to its Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required approval of the Reverse Company’s shareholders of the issuance of in excess of Two Million Eight Hundred and Forty Thousand (2,840,000) shares of Common Stock Split Datepursuant to the Subscription Agreement (“Shareholder Approval”) is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Subscription Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824, 3,575,051 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Purcha se Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to issue obtained Shareholder Approval, then the Company may not issue, upon exercise of this Warrant Warrant, a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued on or after the Initial Exercise Date (i) in connection with the issuance of shares of Common Stock pursuant to the Purchase AgreementAgreement (the “Shares”), (ii) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement, (iii) upon exercise of any Series B Prefunded Warrants issued pursuant to the Purchase Agreement and (iiiiv) pursuant to upon conversion of any warrants Preferred Stock issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824572,207 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount pursuant to the Purchase Agreement by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A WarrantsShares, Preferred Stock, Series B Prefunded Warrants and Series C Warrants held by the Holder it in its sole discretion. Such Holder’s portion shall be adjusted upward ratably in the event that a Purchaser holder no longer holds any Shares, Preferred Stock, Series B Prefunded Warrants or Warrants and the amount of shares issued to such Purchaser Holder in connection with its Shares pursuant to its the Purchase Agreement and pursuant to such Holder’s Preferred Stock, Series B Prefunded Warrants and Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split DateShareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until (i) If the Reverse Stock Split DateBorrower has not obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d) (“Shareholder Approval”), then the Company shall Borrower may not be required to issue upon conversion of this Note a number of Conversion Shares, which, (i) issuable upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement and Agreement; (iiiii) pursuant to issuable upon prior conversion of this or any warrants other Note issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82419.99% shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants Notes issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Notes held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants Notes and the amount of shares issued to such Purchaser Holder pursuant to its Warrants Notes was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance Notwithstanding anything herein to the contrary, the Issuance Restrictions of doubt, until the Reverse Stock Split Date, warrants issued this Section 4 shall be inapplicable to any registered broker-dealer as Notes issued with a fee Conversion Price in connection with excess of the Securities issued greater of the book or market value pursuant to the Purchase Agreement as described NASDAQ Rule 5635(d). The limitations contained in clause (iii) above this paragraph shall provide that such warrants shall not be allocated any portion apply to a successor holder of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Datethis Note.

Issuance Restrictions. Until Notwithstanding anything to the Reverse Stock Split Datecontrary contained in this Warrant, the Company shall not be required to issue any shares of Common Stock upon exercise of this Warrant to a number Holder that is a January 2018 Investor if the issuance of such shares of Common Stock would, together with any other issuance of shares of Common Stock, which, when aggregated with Stock by the Company to any shares January 2018 Investor upon the exercise or conversion of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to or the Purchase Agreement and Series 5 Convertible Preferred Stock (iii) pursuant to any warrants issued to any registered broker-dealer the “Preferred Stock”), as a fee in connection with the issuance of Securities pursuant to the Purchase Agreementapplicable, would exceed 247,161,824, ________3 (subject to adjustment for forward and reverse and forward stock splits, stock dividends, stock combinations recapitalizations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement like) (such number of shares, the “Issuable MaximumExchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market LLC for the issuances of Common Stock in excess of the Exchange Cap amount or (ii) obtains a waiver from the Nasdaq Stock Market LLC of all applicable listing rules requiring such stockholder approval. The Holder and Exchange Cap limitation set forth in this Section 2(g) shall only apply to the holders shares of Common Stock that may be issued upon the exercise or conversion of the other Warrants issued or Preferred Stock, as applicable, purchased by the January 2018 Investors pursuant to the Purchase Agreement participation rights granted in accordance with Section 4.11 of the January 2018 SPA. Any Holder that is a January 2018 Investor shall be entitled to a portion of the Issuable Maximum Exchange Cap equal to the quotient obtained by dividing (x) the Holderoriginal Stated Value (as such term is defined in the Certificate of Designation of Preferences, Rights and Limitations of Series 5 Convertible Preferred Stock dated ________ (the “Certificate of Designation”)) of such January 2018 Investor’s original Subscription Amount Preferred Stock by (y) the aggregate original Subscription Amount Stated Value of all holders pursuant Preferred Stock issued on the Original Issue Date (as defined in the Certificate of Designation) to the Purchase Agreementall Holders that are January 2018 Investors. In addition, the any Holder that is a January 2018 Investor may allocate its pro-rata portion of the Issuable Maximum Exchange Cap among any of the Series A Warrants, Series B Warrants Preferred Stock and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser such January 2018 Investor no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Purchaser January 2018 Investor pursuant to its Preferred Stock and Warrants was less than such PurchaserJanuary 2018 Investor’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split DateExchange Cap.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8245,666,480 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824______________1, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until If the Company has not effectuated the Reverse Stock Split DateSplit, then the Company shall may not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, Agreement and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82482,700,394, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement plus any other shares of Common Stock that become available for issuance (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until Notwithstanding anything herein to the Reverse Stock Split Datecontrary, if the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreementconversion of any Debentures, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the [Purchase Agreement Agreement][Exchange Agreement], and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee [in connection with the issuance conversion or exercise of Securities any original issue discount convertible debentures and Common Stock purchase warrants issued pursuant to the [Purchase Agreement][Exchange Agreement]] (such securities, collectively, the “Issuance Capped Securities” and the holders of Issuance Capped Securities, the “Capped Holders”) would exceed 247,161,824______________7, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the [Purchase Agreement Agreement][Exchange Agreement] (such number of shares, the “Issuable Maximum”). The Each Capped Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount plus the exchange amounts exchanged pursuant to the Exchange Agreement, if any, by (y) the aggregate original Subscription Amount of all holders (or exchange amounts if pursuant to the Purchase Exchange Agreement) of all Capped Holders. In addition, the a Capped Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Issuance Capped Securities held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Capped Holder no longer holds any Warrants Issuance Caped Securities and the amount of shares Issuance Capped Securities issued to such Purchaser pursuant to its Warrants Capped Holder was less than such PurchaserCapped Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) upon conversion of or as payment of interest on the Debentures issued pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8243, subject to adjustment for reverse and forward stock splits, stock dividends, stock 3 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Closing Date. combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Debentures and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) pursuant to the payment of dividends on any Preferred Stock issued pursuant to the Purchase Agreement, (iii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiiv) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8245,839,368, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Preferred Stock held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants or Preferred Stock and the amount of shares issued to such Purchaser pursuant to its Warrants and Preferred Stock was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, (i) If the Company shall has not be required to obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d), then the Company may not issue upon exercise conversion of this Warrant the Preferred Shares a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) issued pursuant to the Purchase Subscription Agreement, (ii) underlying the Preferred Shares issued pursuant to the Subscription Agreement; (iii) issuable upon prior exercise of this or any other Warrants issued pursuant to the Purchase Subscription Agreement and (iiiiv) issuable pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Subscription Agreement, would exceed 247,161,82419.99% of the shares of Common Stock issued and outstanding as of the Subscription Date, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Subscription Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants Preferred Shares issued pursuant to the Purchase Subscription Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders pursuant to the Purchase Subscription Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Preferred Shares held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants Preferred Shares and the amount of shares issued to such Purchaser Holder pursuant to its Warrants Preferred Shares was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Subscription Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824431,401, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Common Stock and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Date.such Shareholder Approval is obtained and effective

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities any Shares issued pursuant to the Purchase Agreement, would exceed 247,161,8241 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A WarrantsDebentures, Series B Warrants Shares and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures, Shares and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required obtained the approval of its shareholders in accordance with the rules of The Nasdaq Capital Market pursuant to the terms of the Purchase Agreement (“Shareholder Approval”), then the Company may not issue upon exercise of this Warrant a number of shares of Common StockWarrant Shares, which, when aggregated with any shares of Common Stock issued (i) issued pursuant to the Purchase Agreement, and (ii) issuable upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82413,393,165 shares, in the aggregate, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants and the amount of shares issued to such Purchaser Holder pursuant to its Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance The limitations contained in this paragraph shall apply to a successor holder of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Datethis Warrant.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase AgreementAgreement or in lieu of the cash payment of principal and/or interest in accordance with the Debenture, and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8248,104,000, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824______________2, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until (i) If the Reverse Stock Split DateBorrower has not obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d), then the Company shall Borrower may not be required to issue upon exercise conversion of this Warrant Note a number of shares of Common StockConversion Shares, which, when aggregated with any shares of Common Stock issued (i) issued pursuant to the Purchase Agreement, (ii) issuable upon exercise of the Warrants issued pursuant to the Purchase Agreement; (iii) issuable upon prior exercise conversion of this or any other Warrants Note issued pursuant to the Purchase Agreement and (iiiiv) issuable pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82419.99% shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants Notes issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Notes held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants Notes and the amount of shares issued to such Purchaser Holder pursuant to its Warrants Notes was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required approval of the Reverse Stock Split DateBorrower’s shareholders of the issuance of Securities pursuant to the Purchase Agreement (“Shareholder Approval”) is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unconvertible unless and until such Shareholder Approval is obtained and effective. Notwithstanding anything herein to the Reverse Stock Split Datecontrary, the Issuance Restrictions of this Section 4 shall be inapplicable to any Notes issued at the greater of the book or market value pursuant to NASDAQ Rule 5635(d). The limitations contained in this paragraph shall apply to a successor holder of this Note.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement Agreement, (C) pursuant to each of those certain securities purchase agreements (the “Integrated Purchase Agreements”) dated January 30, 2008 and June 27, 2008 (including upon the exercise of the warrants issued thereunder) and (iiiD) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase AgreementAgreement or either of the Integrated Purchase Agreements if such warrants are issued with an exercise price per share less than the closing price per share of Common Stock on the date of issuance, would exceed 247,161,8248,192,057, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Trading Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Common Stock and Warrant Shares in excess of 19.99% of shares of Common Stock issued and outstanding immediately prior to the closing of the sale of Common Stock and warrants pursuant to the Integrated Purchase Agreement executed on January 30, 2008. Unless Shareholder Approval has been obtained and deemed effective, neither the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents which would cause any adjustment of the exercise price of the Warrants to the extent the holders of the other Warrants issued would not be permitted, pursuant to the Purchase Agreement shall be entitled to a portion this Section 2(d)(ii) of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B to exercise their respective Warrants and Series C Warrants held by in full, ignoring for such purposes the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Dateexercise limitations therein.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required obtained Stockholder Approval or the financial viability exception pursuant to NASDAQ Rule 5635(d) for the issuance of the Securities under the Purchase Agreement, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Notes, Incremental Notes and exercise of any Warrants issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement conversion of any Exchange Notes, and (iii) pursuant to the conversion of any warrants issued to September Notes, and exercise of any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase AgreementSeptember Warrants, would exceed 247,161,8243,260,603, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal Maximum, subject to the disclosure set forth on Schedule 3.32 to the Purchase Agreement, ratably based on the quotient obtained by dividing (x) the Holder’s original Subscription Amount for all Notes by (y) the aggregate original Subscription Amount of all holders of Notes pursuant to the Purchase Agreement. In addition; provided, however, the Holder may re-allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Notes and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide discretion provided that such warrants shall re-allocation will not be allocated any portion of cause the Issuable Maximum and shall to be unexercisable until the Reverse Stock Split Dateexceeded.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities any Shares issued pursuant to the Purchase Agreement, would exceed 247,161,8241 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). ) The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A WarrantsDebentures, Series B Warrants Shares and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures, Shares and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, the Company shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82445,306,347, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until If the Reverse Stock Split DateCompany has not obtained Shareholder Approval, the Company shall may not be required to issue upon exercise of this Warrant (1) any shares until six months from the Initial Exercise Date and (2) from and after six months from the Initial Exercise Date (or until such later date if the Company continues to seek shareholder approval at the request of the holders of Warrants), a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to any Debentures issued pursuant to the Purchase AgreementAgreement (whether upon conversion or as payment of interest), and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,622,612, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “"Issuable Maximum”"). The Holder and the holders of the other Debentures and Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s 's original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Debentures held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser (other than the Holder) no longer holds any Warrants or Debentures and the amount of shares issued to such Purchaser pursuant to its Warrants and Debentures was less than such Purchaser’s 's pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824274,852, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective The Company shall file a Current Report on Form 8-K, which shall describe the Reverse Stock Split Datetransactions hereunder, prior to 9:00 am ET on the trading day following the date hereof. Except as expressly set forth hereunder, the terms and provisions of the Purchase Agreement and other Transaction Documents shall remain in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities any Shares issued pursuant to the Purchase Agreement, would exceed 247,161,82426,000,000 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “‘‘Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A WarrantsDebentures, Series B Warrants Shares and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures, Shares and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split DateFor purposes of clarity, the Company shall does not be required to currently have sufficient authorized shares for the exercise of the Warrants as contemplated in the Transaction Documents. If the Company has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, that would exceed 247,161,824_____1, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it or its affiliates in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8247,106,055 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until At any time after the Reverse Stock Split Dateoccurrence of a Dilutive Issuance, if the Company shall has not be required to obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d), then the Company may not issue upon exercise of this Warrant the Warrants a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) underlying the Preferred Shares issued pursuant to the Purchase Agreement, Subscription Agreement and (ii) issuable upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Subscription Agreement, would exceed 247,161,82419.99% shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Subscription Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Subscription Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders pursuant to the Purchase Subscription Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants and the amount of shares issued to such Purchaser Holder pursuant to its Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance Notwithstanding anything herein to the contrary, the Issuance Restrictions of doubt, until the Reverse Stock Split Date, warrants issued this Section 4(f) shall be inapplicable to any registered broker-dealer as a fee in connection with Warrant Shares issued at the Securities issued greater of the book or market value pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split DateNASDAQ Rule 5635(d).

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase AgreementAgreement or in lieu of the cash payment of principal and/or interest in accordance with the Debenture, and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8249,218,651 shares, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Stockholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the conversion of any Preferred Stock issued pursuant to any of the Purchase AgreementAgreements, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to any of the Purchase Agreement Agreements and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase AgreementAgreements, would exceed 247,161,8242,770,160 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase AgreementAgreements. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. In the event that any Holder shall sell or otherwise transfer any of such Holder’s Warrants, the transferee shall be allocated a pro rata portion of such Holder’s portion of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Stockholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement Agreements as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Stockholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8243,810,783, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) upon conversion of or as payment of interest on the Debentures issued pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8246,340,084, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the product of (I) and (II) where (I) is equal to the Issuable Maximum and (II) is the quotient obtained by dividing (x) the such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Debentures and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8242,139,753, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Stockholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, Agreement and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8246,713,465, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a pro rata portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Stockholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Stockholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82411,586,200, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, Agreement or as Interest Shares (as defined in the Debentures) pursuant to the Debentures and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,036,594, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date Subscription Date (or in the event the transactions contemplated by the Transaction Documents are not integrated with the transactions contemplated by the MFP Documents for purposes of any Shareholder Approval requirement, 2,330,594 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the Purchase Agreement like occurring after the Subscription Date)) (such number of shares, the “"Issuable Maximum”"). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s 's original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants Debentures held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s 's pro-rata share of the Issuable Maximum. For In the event that the Company is prohibited from issuing any Warrant Shares for which a Notice of Exercise (including, for the avoidance of doubt, until unless the Reverse Stock Split DateWarrant is being exercised via a "cashless exercise" pursuant to Section 2(c), warrants issued to any registered broker-dealer payment by the Holder of the applicable aggregate Exercise Price) has been received as a fee result of the operation of this Section 2(f), then unless the Holder elects to rescind such exercise, the Company shall pay cash in connection with exchange for cancellation of the Securities number of Warrant Shares that is subject to such Notice of Exercise, at a price per share of Common Stock that would have been issued pursuant upon such exercise if this Section 2(f) were not in effect, equal to the Purchase Agreement as described in clause greater of (iiii) above shall provide that such warrants shall not be allocated any portion the arithmetic average of the Issuable Maximum daily VWAPs of the Common Stock during the 5 consecutive Trading Days immediately preceding the attempted exercise and shall be unexercisable until (ii) the Reverse highest trading price of the Common Stock Split Dateat any time on the date of the attempted exercise (or if such date is not a Trading Day, the last Trading Day prior to such date).

Issuance Restrictions. Until the Reverse Stock Split Date, the Company shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreementupon exercise of this Warrant, (ii) upon prior exercise of this or any of the Company’s other Warrants outstanding common stock purchase warrants issued pursuant to the Purchase Agreement or the Warrant Exercise Agreement, dated as of September , 2019, by and among the Company and certain warrant holder signatories thereto (the “Exercise Agreement”), and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to transactions contemplated by the Purchase Agreement and the Exercise Agreement, would exceed 247,161,824[ ](1), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement hereof (such number of shares, the “Issuable Maximum”). The Holder Holder, the holders of the Company’s other outstanding warrants issued pursuant to the Purchase Agreement and the holders of the Company’s other Warrants outstanding warrants issued pursuant to the Purchase Exercise Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount plus the aggregate cash exercise price expended by the Holder pursuant to the Exercise Agreement by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement plus the aggregate cash exercise price expended by all holders pursuant to the Exercise Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants outstanding warrants issued pursuant to the Purchase Agreement or the Exercise Agreement that are held by the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser holder of the Company’s warrants no longer holds any Warrants such warrants and the amount of shares issued to such Purchaser holder pursuant to its Warrants warrants was less than such Purchaserholder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above or the Exercise Agreement shall provide that (1) ReShape to provide authorized shares and unreserved shares that can be issued upon warrant exercise such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (iiA) upon prior exercise of this Warrant or any other Warrants warrant issued pursuant to the Purchase Agreement and (iiiB) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,309,744, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8243,090,915, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue upon exercise of this Warrant a number of shares of Common StockWarrant Shares, which, when aggregated with any shares of Common Stock issued shares, (i) issuable upon conversion of the Notes issued pursuant to the Purchase Agreement, ; (ii) issuable upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82419.99% shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants Warrant issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount Aggregate Purchase Price by (y) the aggregate original Subscription Amount Aggregate Purchase Price of all holders Purchasers pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser Holder no longer holds any Warrants and the amount of shares issued to such Purchaser Holder pursuant to its Warrants was less than such PurchaserHolder’s pro-rata share of the Issuable Maximum. For avoidance The limitations contained in this paragraph shall apply to a successor holder of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Datethis Warrant.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase AgreementAgreement and, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824_________, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824500,000 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.]

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824______________3, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Date.such Shareholder Approval is obtained and effective. ______________________

Issuance Restrictions. Until the Reverse Stock Split Date, the Company shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreementupon exercise of this Warrant, (ii) upon prior exercise of this or any of the Company’s other Warrants outstanding common stock purchase warrants issued pursuant to the Purchase Agreement and the Warrant Exercise Agreement, dated as of September [ ], 2019, by and among the Company and certain warrant holder signatories thereto (the “Exercise Agreement”), and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to transactions contemplated by the Purchase Agreement or the Exercise Agreement, would exceed 247,161,824231,430,682, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement hereof (such number of shares, the “Issuable Maximum”). The Holder Holder, the holders of the Company’s other outstanding warrants issued pursuant to the Purchase Agreement and the holders of the Company’s other Warrants outstanding warrants issued pursuant to the Purchase Exercise Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount plus the aggregate cash exercise price expended by the Holder pursuant to the Exercise Agreement by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement plus the aggregate cash exercise price expended by all holders pursuant to the Exercise Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants outstanding warrants issued pursuant to the Purchase Agreement or the Exercise Agreement that are held by the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser holder of the Company’s warrants no longer holds any Warrants such warrants and the amount of shares issued to such Purchaser holder pursuant to its Warrants warrants was less than such Purchaserholder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above or the Exercise Agreement shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.”

Issuance Restrictions. Until Notwithstanding anything to the Reverse Stock Split Datecontrary contained in this Warrant, the Company shall not be required to issue any shares of Common Stock upon exercise of this Warrant to a number Holder that is a January 2018 Investor if the issuance of such shares of Common Stock would, together with any other issuance of shares of Common Stock, which, when Stock by the Company to any January 2018 Investor that would be aggregated with any shares of Common Stock issued such proposed issuance, exceed ________3 (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824, subject to adjustment for forward and reverse and forward stock splits, stock dividends, stock combinations recapitalizations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement like) (such number of shares, the “Issuable MaximumExchange Cap”), except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules of the Trading Market for the issuances of Common Stock in excess of the Exchange Cap amount or (ii) obtains a waiver from the Trading Market of all applicable listing rules requiring such stockholder approval. The Holder and Exchange Cap limitation set forth in this Section 2(g) shall only apply to the holders shares of Common Stock that may be issued upon the exercise of the other Warrants issued purchased by the January 2018 Investors pursuant to the Purchase Agreement participation rights granted in accordance with Section 4.11 of the January 2018 SPA. Any Holder that is a January 2018 Investor shall be entitled to a portion of the Issuable Maximum Exchange Cap equal to the quotient obtained by dividing (x) the Holderoriginal Stated Value (as such term is defined in the Certificate of Designation of Preferences, Rights and Limitations of Series 5 Convertible Preferred Stock dated ________ (the “Certificate of Designation”)) of such January 2018 Investor’s original Subscription Amount Preferred Stock (as defined in the Certificate of Designation) by (y) the aggregate original Subscription Amount Stated Value of all holders pursuant Preferred Stock issued on the Original Issue Date (as defined in the Certificate of Designation) to the Purchase Agreementall Holders that are January 2018 Investors. In addition, the any Holder that is a January 2018 Investor may allocate its pro-rata portion of the Issuable Maximum Exchange Cap among any of the Series A Warrants, Series B Warrants Preferred Stock and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser such January 2018 Investor no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Purchaser January 2018 Investor pursuant to its Preferred Stock and Warrants was less than such PurchaserJanuary 2018 Investor’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split DateExchange Cap.

Issuance Restrictions. Until Notwithstanding anything to the Reverse Stock Split Datecontrary herein or in the Purchase Agreement or the Certificate of Designation, including without limitation any anti-dilution provisions contained herein or therein, if the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of or any dividends on any Preferred Stock issued pursuant to the Purchase Agreement or pursuant to any other provision of the Purchase Agreement, and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement Agreement, and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance other provision of Securities pursuant to the Purchase Agreement, would exceed 247,161,8242,655,000, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and each of the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Preferred Stock and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities any Shares issued pursuant to the Purchase Agreement, would exceed 247,161,82421,468,429 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A WarrantsDebentures, Series B Warrants Shares and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant to its Debentures, Shares and Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, the Company shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreementupon exercise of this Warrant, (ii) upon prior exercise of this or any of the Company’s other Warrants outstanding common stock purchase warrants issued pursuant to the Purchase Agreement or the Warrant Exercise Agreement, dated as of September , 2019, by and among the Company and certain warrant holder signatories thereto (the “Exercise Agreement”), and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to transactions contemplated by the Purchase Agreement and the Exercise Agreement, would exceed 247,161,824[ ](1), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement hereof (such number of shares, the “Issuable Maximum”). The Holder Holder, the holders of the Company’s other outstanding warrants issued pursuant to the Purchase Agreement and the holders of the Company’s other Warrants outstanding warrants issued pursuant to the Purchase Exercise Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount plus the aggregate cash exercise price expended by the Holder pursuant to the Exercise Agreement by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement plus the aggregate cash exercise price expended by all holders pursuant to the Exercise Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants outstanding warrants issued pursuant to the Purchase Agreement or the Exercise Agreement that are held by the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser holder of the Company’s warrants no longer holds any Warrants such warrants and the amount of shares issued to such Purchaser holder pursuant to its Warrants warrants was less than such Purchaserholder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above or the Exercise Agreement shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date. (1) ReShape to provide authorized shares and unreserved shares that can be issued upon warrant exercise

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,760,298, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants if this warrant is issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants above, this warrant shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824______________(1), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”"ISSUABLE MAXIMUM"). The Holder Purchaser and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s such Purchaser's original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder Purchaser may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event any purchaser (or its successors or assigns) that a Purchaser was issued warrants pursuant to the Purchase Agreement no longer holds any Warrants and the amount of shares issued to such Purchaser purchaser pursuant to its Warrants was less than such Purchaser’s purchaser's pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,528,622, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrantsamong, Series B Shares, Warrants and Series C Warrants Preferred Stock held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Stockholder Approval, then the Company may not (until such Stockholder Approval has been obtained) issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8242,000,000 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Common Stock and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance Unless and until any required Stockholder Approval is obtained and deemed effective, the terms of doubt, until the Reverse Stock Split Date, any warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum exercisable unless and shall be unexercisable until the Reverse Stock Split Datesuch Stockholder Approval is obtained and deemed effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained shareholder approval in accordance with Nasdaq Rule 4350(i) if such approval is required, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,82411,355,087, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount subscription amount by (y) the aggregate original Subscription Amount subscription amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required shareholder approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch shareholder approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8241,176,467, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its the Holder’s pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by it in the Holder in its Holder’s sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824___________2, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement Agreement, (C) pursuant to that certain securities purchase agreement dated January 30, 2008 (including upon the exercise of the warrants issued thereunder and to the placement agent in connection therewith), (iiiD) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase AgreementAgreement if such warrants are issued with an exercise price per share less than the closing price per share of Common Stock on the date of issuance (“Below Market Warrants”) and (E) as described in clause (i) of Section 4.13(c) of the Purchase Agreement (including shares underlying warrants as described in such clause or Below Market Warrants issued to a placement agent in connection therewith), would exceed 247,161,8248,192,057, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Trading Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date. Unless Shareholder Approval has been obtained and deemed effective, neither the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents which would cause any adjustment of the exercise price of the Warrants to the extent the holders of the other Warrants issued would not be permitted, pursuant to the Purchase Agreement shall be entitled to a portion this Section 2(d)(ii) of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B to exercise their respective Warrants and Series C Warrants held by in full, ignoring for such purposes the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Dateexercise limitations therein.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval (as defined in the Purchase Agreement), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, and (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8242,016,831, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement or the January 2008 Purchase Agreement, (iiB) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement or the January 2008 Purchase Agreement and (iiiC) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement or the January 2008 Purchase Agreement, would exceed 247,161,8245,683,779, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement and the January 2008 Purchase Agreement as described in clause (iiiC) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (iA) pursuant to the Purchase Agreement, (iiB) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement and (C) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8244,591,203, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the such Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable until the Reverse Stock Split Date.

Issuance Restrictions. Until the Reverse Stock Split Date, the The Company shall not be required to issue any shares of Common Stock upon exercise of this Warrant a if the issuance of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion of the Notes) would exceed the aggregate number of shares of Common StockStock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, whichthe Notes or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, when aggregated with any the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, no initial purchaser of Notes on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Notes, or any of the Warrants or otherwise pursuant to the terms of the Warrants or the Notes, shares of Common Stock in an amount greater than the product of (i) pursuant to the Purchase Agreement, Exchange Cap as of the Issuance Date multiplied by (ii) upon prior exercise the quotient of this or any other Warrants (1) the aggregate principal amount of Notes issued to such Buyer pursuant to the Purchase Agreement and on the date such Purchase Agreement was agreed to divided by (iii2) pursuant the aggregate amount of Notes sold to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions all of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued Buyers pursuant to the Purchase Agreement (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be entitled allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to a such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Issuable Maximum equal Exchange Cap Allocation so allocated to the quotient obtained by dividing (x) the Holdersuch transferee. Upon conversion and exercise in full of a holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In additionNotes and Warrants, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants difference (if any) between such holder’s Exchange Cap Allocation and the amount number of shares of Common Stock actually issued to such Purchaser pursuant holder upon such holder’s conversion in full of such Notes and such holder’s exercise in full of such Warrants shall be allocated, to its Warrants was less than such Purchaser’s pro-rata share the respective Exchange Cap Allocations of the Issuable Maximum. For avoidance remaining holders of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as Notes and related Warrants on a fee pro rata basis in connection with the Securities issued pursuant proportion to the Purchase Agreement as described in clause (iii) above shall provide that shares of Common Stock underlying the Notes and related Warrants then held by each such warrants shall not be allocated any portion holder of the Issuable Maximum Notes and shall be unexercisable until the Reverse Stock Split Daterelated Warrants.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824the current authorized share amount of the Company, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “"Issuable Maximum”"). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s 's original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s 's pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,824______________2, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). For the avoidance of doubt, the number of Warrant Shares issuable upon exercise of this Warrant may exceed the Issuable Maximum, including upon an adjustment pursuant to Section 2(b). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants Common Stock and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.

Issuance Restrictions. Until the Reverse Stock Split Date, If the Company shall has not be required to obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrants Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 247,161,8245,373,540, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among any of the Series A Warrants, Series B Warrants and Series C Warrants held by the Holder it in its sole discretion. Such portion shall be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until the Reverse Stock Split Dateany required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until the Reverse Stock Split Datesuch Shareholder Approval is obtained and effective.