Common use of Limitations on Exercise Clause in Contracts

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither Any term or provision hereof to the Warrant Agent nor contrary notwithstanding, the Company shall not effect any the exercise of any this Warrant, and no Holder shall have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder Person (together with such HolderPerson’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s Common Stockcommon stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Company’s common stock beneficially owned by a Holder such Person and its Affiliates affiliates shall include the number of shares of Common Stock such common stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock common stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliatesaffiliates (including, without limitation, any convertible notes or convertible shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderdefined below). For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common StockCompany’s common stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock common stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s its transfer agent setting forth the number of shares of the Company’s common stock outstanding. For any reason at any time, upon the written or oral request of a Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of the Company’s Common Stock then outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an a Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither The Company shall not, and shall not instruct the Warrant Agent nor the Company shall to, effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, an Investor may waive the provisions of this Section 6 11(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Investor. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.999% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in (A) compliance with such limitation; provided, that, if, as of the Expiration Time, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, nor will any such waiver affect any other Holder. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided , that, if, as of the Expiration Time, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither a. Notwithstanding anything to the contrary contained in the Warrant, the Warrant Agent nor shall not be exercisable by the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, hereof to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that, if exercisable by the applicable Election to PurchaseHolder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s then issued and outstanding shares of Common Stock. For purposes To the extent the above limitation applies, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the foregoing sentencefirst submission to the Company for conversion, exercise or exchange (as the number of shares of Common Stock beneficially owned by a Holder and its Affiliates case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall include have any effect on the number of shares of Common Stock issuable upon exercise applicability of the Warrant provisions of this Section 5(a) with respect to which such any subsequent determination is being made, but shall exclude of exercisability. For the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderamended, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5(a) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5(a) to correct this subsection Section 5(a) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the Warrant, in determining the number of issued and outstanding shares of Common Stock, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (i) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three (3) business days confirm orally and in writing to the Holder the number of shares of Common Stock then issued and outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Warrant. b. The limitations contained in Section 5(a) above will terminate and cease to be in effect three (3) business days before the Expiration Date.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any exercise of any this Warrant, and no a Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such the Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockStock (the percentage limitation, the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which that would be issuable upon exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 5 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, and neither the Warrant Agent nor the Company shall not have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 65 , in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company Company, or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5 to correct this subsection (or any portion hereof) which that may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5. In the event of a Holder’s election to increase the Beneficial Ownership Limitation, such increase will not be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this paragraph Section 5 shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the a Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended 1934 (the “Exchange Act”) ), and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (Aa) the Company’s most recent periodic Form 10-Q or annual report Form 10-K filed with the Commission, as the case may be, (Bb) a more recent public announcement by the Company or (Cc) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a any successor Holder.

Limitations on Exercise. Neither the Warrant Agent nor the Company A registered holder shall effect any exercise of any Warrant, and no Holder shall not have the right to exercise any portion of a Warrant, the Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)affiliates, and any other persons acting as a group together with such Holder the registered holder or any of the registered holder’s affiliates (collectively, such Holderregistered holder’s Affiliates“affiliates”)), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of any the Warrant beneficially owned by such Holder the registered holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such the Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor and the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within two Trading Days confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding as established by (A), (B) or (C) above, as applicable. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by the registered holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant. The registered holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with respect to such registered holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares affiliates and any other entity whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in Holder’s for the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.999% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in (A) compliance with such limitation; provided, that, if, as of the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, nor will any such waiver affect any other Holder. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its affiliates and any other entity whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided , that, if, as of the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Units that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Unit Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Unit Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Unit Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Unit Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, an Investor may waive the provisions of this Section 6 11(b) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Investor. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 11(a), but any such waiver will not be effective until the 61st day after delivery of such notice, nor will any such waiver effect any other Holder. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares affiliates and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.99% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in (A) compliance with such limitation; provided, that, if, as of 5:30 p.m., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, which will not be effective until the 61st day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 shall be construed to change the beneficial ownership limitation to 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11 shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect from such 4.99% limitation to such 9.9% limitation. The limitations contained in this paragraph shall apply to a successor , the beneficial ownership limitation may not be further waived by such Holder.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant then beneficially owned by such Holder or and its Affiliates and any other Persons whose beneficial ownership of its Affiliates. Except as set forth in Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and ), does not exceed 9.999% (the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d“Maximum Percentage”) of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of a notice of exercise hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares Warrant Shares requested in such notice of Common Stock, a Holder may rely on the number of outstanding exercise is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in (A) compliance with such limitation; provided, that, if, as of the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstanding. The provisions which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a reorganization, reclassification, merger, consolidation or disposition of assets as contemplated in Section 12 of this Section 6 shall Warrant. This restriction may not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary herein, the Company shall not effect any the exercise of any this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder Person (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such HolderPerson’s Affiliates), ) would beneficially own in excess of 4.999.9% (the “Maximum Percentage”) of the Company’s shares of Common StockStock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a Holder such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its AffiliatesAffiliates (including, without limitation, any convertible notes or convertible shares, options or warrants) that is subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderamended. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (A1) the Company’s most recent periodic Form 10-Q, Form 10-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s its transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder. The provisions of this Section 6 paragraph shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 so as to correct this subsection (or any portion hereof) which may be defective or inconsistent with effectuate the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained. The limitations contained in this paragraph shall apply to a any successor HolderHolder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares of Common Stock beneficially owned that may be acquired by a the Holder and its Affiliates upon any exercise of this Warrant (or otherwise in respect hereof) shall include be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant then beneficially owned by such Holder or any of and its Affiliates. Except Affiliates (as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of defined under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Holder's for purposes of Section 13(d) of the Exchange Act Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Election to Purchase hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining paragraph and determined that issuance of the full number of outstanding shares Warrant Shares issuable in respect of Common Stock, a Holder may rely on such Election to Purchase does not violate the number of outstanding shares of Common Stock as reflected restrictions contained in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth this paragraph. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein. The provisions of this Section 6 may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 61 days' prior written notice to the Company. Other Holders shall be construed unaffected by any such waiver. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the terms Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Election to Purchase hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares issuable in respect of such Election to Purchase does not violate the restrictions contained in this paragraph. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein. (c) Notwithstanding paragraphs (a) and (b) of this Section 6 10, in the event that the Company shall determine that any Election to correct ▇▇▇▇▇▇▇▇ received hereunder would violate any limitation contained in paragraphs (a) and (b) of this subsection Section 10 (or any portion hereof) which may be defective or inconsistent and, in the case of paragraph (a), such paragraph has not been waived by the subject Holder in accordance with the intended beneficial ownership last sentence of such paragraph), the Company shall promptly notify the subject Holder thereof, and the Company shall not be obligated to issue Warrant Shares in an amount such as would cause any such limitation herein contained or to make changes or supplements necessary or desirable be exceeded; and such Election to properly give effect Purchase shall be deemed void ab initio to the extent of such limitation. The limitations contained in this paragraph shall apply to a successor Holderexcess Warrant Shares.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not, and shall not instruct the Transfer Agent to, effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither the The Warrant Agent nor the Company shall not effect any exercise of any this Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, the Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)affiliates, and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliatesaffiliates), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of any the Warrant beneficially owned by such Holder the registered holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such the Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within two Trading Days confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding as established by (A), (B) or (C) above, as applicable. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by the registered holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant. The registered holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with respect to such registered holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of this Warrant shall have the right to not exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice, provided however, in no case shall the percentage specified be in excess of 19.99%. Any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph Section 11 may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of a Warrant, and no the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.99% 4.99 (the “Maximum Percentage”) of the Company’s number of shares of Common StockStock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Warrants with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any Warrant the Warrants beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. Except as set forth in the preceding sentence, for For purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder). For purposes of this Section 6the Warrants, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the CommissionSecurities and Exchange Commission (the “SEC”), as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 4.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of the Warrants.

Limitations on Exercise. Neither The Company shall not, and shall not instruct the Warrant Agent nor the Company shall to, effect any exercise of any Warrant, and no a Holder shall not have the right to exercise any portion of a WarrantWarrants, to the extent that after giving effect to the issuance of shares of Common Stock Warrant ADSs after exercise as set forth on the applicable Election to Purchase, such that Holder or a person holding through that Holder (together with such Holder’s or person’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockOrdinary Shares. For purposes of the foregoing sentence, the number of shares of Common Stock Ordinary Shares beneficially owned by a Holder and its Affiliates person shall include the number of shares of Common Stock Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of the Warrant Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Ordinary Shares underlying the Warrant ADSs which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder or persons holding through a Holder together with any Affiliates) and of which portion the number of a Warrant is Warrants that are exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder, persons holding through the Holder together with any Affiliates) and of which portion the number of a Warrant is Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock Ordinary Shares outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderHolder of Warrants.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 4.99% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no (a) The Holder shall have the right be prohibited from exercising this Warrant if, immediately prior to or following such exercise any (or portion of a Warrantsuch exercise thereof), to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseHolder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)its Attribution Parties, and any other persons acting as a group together with such Holder beneficially owns or any of such Holder’s Affiliates), would beneficially own as determined in excess of 4.99% accordance with Section 13(d) of the Company’s Exchange Act more than [4.99%][9.99%]1 (the “Maximum Percentage”) of the issued and outstanding Common StockStock or any other class of equity security (other than an exempted security) of the Company that is registered pursuant to Section 12 of the Exchange Act. For purposes of the foregoing sentencecalculating beneficial ownership, the aggregate number of shares of Common Stock beneficially owned by a Holder and the Holder, together with its Affiliates Attribution Parties, shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which such the determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon exercise (i) conversion of the remaining, nonexercised unconverted portion of any this Warrant beneficially owned by such Holder the Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder, together with its AffiliatesAttribution Parties (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 611(a), beneficial ownership shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the rules promulgated thereunder, it being acknowledged and agreed that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent any other written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. The provisions Holder shall disclose to the Company the number of shares of Common Stock that it, its Affiliates or any other Attribution Party owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to exercising this Warrant. Any purported delivery of any number of shares of Common Stock or any other security upon exercise of this Section 6 Warrant shall be construed void and implemented have no effect to the extent, but only to the extent, that before or after such delivery, the exercising Holder, together with its Affiliates and any other Attribution Party would have beneficial ownership in excess of the Maximum Percentage. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. (b) This Section 11 shall not restrict the number of shares of Common Stock which the Holder may receive or beneficially own in order to determine the amount of securities or other consideration that the Holder may receive in the event of a manner otherwise than Fundamental Transaction as contemplated in strict conformity with the terms Section 9(d) of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no a Registered Holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such the Registered Holder (together with such Registered Holder’s Affiliates “Affiliates” (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such the Registered Holder or any of such the Registered Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Registered Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such the Registered Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Registered Holder that neither the Warrant Agent nor the Company is representing to such the Registered Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Registered Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a the Registered Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a the Registered Holder, and the submission of an Election to Purchase shall be deemed to be such the Registered Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Registered Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Registered Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, Notwithstanding anything to the extent that after giving effect to contrary contained herein, the issuance number of Warrant Shares (or shares of Common Stock after into which this Warrant becomes exercisable pursuant to Section 9(f)) that may be acquired by the Holder upon any exercise as set forth on of this Warrant (or otherwise in respect hereof) shall be limited to the applicable Election extent necessary to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under ensure that the Securities Act), and any other persons acting as a group together with such Holder or any issuance of such Holder’s AffiliatesWarrant Shares (or shares of Common Stock into which this Warrant becomes exercisable pursuant to Section 9(f)) upon exercise (or other issuance), would beneficially own not (i) cause or result in excess such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of 4.99securities which would represent more than 9.99% of the voting securities of any class or series of the Company’s Common Stock. For purposes capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the foregoing sentenceCorporation), the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by (ii) otherwise cause such Holder or any of its Affiliates. Except as set forth in Affiliates to be required to file a notice or application for approval under the preceding sentenceBHC Act, for purposes the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any Warrant Shares that would otherwise be issued to the Holder upon exercise of this Section 6Warrant, beneficial ownership shall but cannot be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing issued to such Holder at the time of exercise as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit, and, provided further, that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained restriction on exercise as provided in this Section 6 applies, the determination of whether a Warrant is exercisable 11 shall not apply to (in relation to other securities owned by x) a Holder together with that has obtained all consents, permits, approvals, registrations and waivers of any Affiliates) and of governmental authority which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by are necessary or advisable for such Holder together with to exceed the Ownership Limit or (y) any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor bank holding company controlling the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderdate hereof. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Series B Preferred Stock outstanding. The provisions which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to ensure that, following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on then beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s and its Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together Persons whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates)for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of does not exceed 4.99% (or, in the case of PDL BioPharma, Inc. only, 19.99%, until the Stockholder Approval has been obtained) (the “Maximum Percentage”) of the Company’s total number of then issued and outstanding shares of Common StockStock (including for such purpose the shares of Common Stock issuable upon such exercise). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its Affiliates (including, without limitation, any convertible notes or any convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein; provided that in no event shall the aggregate number of shares beneficially owned by the Holder and its Affiliates, calculated in accordance with Section 13(d) of the Exchange Act, exceed 9.99% (or, in the case of PDL BioPharma, Inc. only, 19.99%, until the Stockholder Approval has been obtained). Except as set forth in the preceding sentencesentence (other than the proviso thereto), for purposes of this Section 6paragraph (including the proviso in the immediately preceding sentence), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, ; it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 11 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% (other than in the case of PDL BioPharma, Inc., as to which there shall be no Maximum Percentage following the Stockholder Approval) specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall not apply to (i) the Holder if the aggregate number of shares beneficially owned by the Holder and its Affiliates, calculated in accordance with Section 6 13(d) of the Exchange Act, exceed 19.99% immediately prior to the Closing or (ii) PDL BioPharma, Inc. following the Stockholder Approval. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 12 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained . (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares of Common Stock beneficially owned that may be acquired by a the Holder and its Affiliates upon any exercise of this Warrant (or otherwise in respect hereof) shall include be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant then beneficially owned by such Holder or and its Affiliates and any other Persons whose beneficial ownership of its Affiliates. Except as set forth in Common Stock would be aggregated with the preceding sentence, Holder's for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining paragraph and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected Warrant Shares requested in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth such Exercise Notice is permitted under this paragraph. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but (i) any such waiver will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder's for purposes of this Section 6 to correct this subsection 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (or any portion hereof) which may be defective or inconsistent with including for such purpose the intended shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. This provision shall apply not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a successor Holdermerger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant.

Limitations on Exercise. Neither (i) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Notwithstanding anything to the contrary set forth herein, by written notice to the Company, the Holder may, in its sole discretion, increase or decrease the Maximum Percentage to any other percentage not in excess of 19.999% of the Common Stock of the Company issued and outstanding on November 15, 2021 (when taken together with any shares issued pursuant to the Second Lien Agreement (as defined in the Credit Agreement), unless the Company’s Common Stockshareholders shall have approved the issuance of the Monroe Supporting Shares (as defined in the Credit Agreement) and the transactions contemplated by this Warrant) specified in such notice and such percentage will be deemed the new Maximum Percentage for all purposes under this Warrant; provided, that any such increase will not be effective until the 61st day after such notice is delivered to the Company. For purposes of the foregoing sentencepreceding sentences, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including other warrants issued concurrently herewith) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(d). Except as set forth in the preceding sentence, for For purposes of this Section 61(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Stock the Holder may rely on acquire upon the number exercise of outstanding this Warrant without exceeding the Maximum Percentage, there were 41,970,915 shares of Common Stock as reflected in issued and outstanding on November 15, 2021. (ii) If the Company receives an Exercise Notice from the Holder at a time when the when the issuance of the Warrant Shares would not comply with applicable law, including the rules and regulations of the Nasdaq Stock Market (or any securities exchange on which the Common Stock is listed) (“Applicable Law”), the Company shall (A) notify the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth Holder in writing of the number of shares of Common Stock outstandingissued or issuable in connection with any other transaction by the Company that may be aggregated with the issuance of the Warrant Shares under the rules and regulations of the Nasdaq Stock Market (or any other securities exchange on which the Common Stock is then listed), and to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage or would not comply with Applicable Law, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (B) as soon as reasonably practicable, the Company shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. (iii) Upon the written request of the Holder, the Company shall promptly confirm in writing or by electronic mail to the Holder the number of shares of Common Stock issued or issuable in connection with any other transaction by the Company that may be aggregated with the issuance of the Warrant Shares under the rules and regulations of the Nasdaq Stock Market (or any other securities exchange on which the Common Stock is then listed). (iv) For purposes of clarity, (A) the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage or the issuance of which would not comply with Applicable Law shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act and (B) the number of shares issuable upon the exercise of this Warrant shall not exceed 8,394,182 shares2 of Common Stock, when taken together with the Monroe Supporting Shares (as defined in the Credit Agreement) and any shares issued pursuant to the Second Lien Agreement (as defined in the Credit Agreement). (v) No prior inability to exercise this Warrant pursuant to this Section 1(d) shall have any effect on the applicability of the provisions of this Section 1(d) with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 1(d) to the extent necessary to correct this subsection (paragraph or any portion hereofof this Section 1(d) which may be defective or inconsistent with the intended beneficial ownership or Applicable Law limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph Section 1(d) may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder upon any exercise of the Warrants (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of Common Stock Shares then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which Shares would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 4.99% of the total number of then issued and outstanding Common Shares (including for such purpose the Common Shares issuable upon such exercise) and (the rules and regulations promulgated thereunder"Beneficial Ownership Limitation"), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation Beneficial Ownership Limitation contained in this Section 6 11(a) applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by a such Holder together with any and its Affiliates) and of which a portion of a the Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase Exercise Notice shall be deemed to be such the Holder’s determination of whether such the Warrant is exercisable (in relation to other securities owned by such Holder together with any and its Affiliates) and of which portion of a the Warrant is exercisable, in each case, subject to such aggregate percentage limitation, and neither the Company nor the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611(a), in determining the number of outstanding shares of Common StockShares, a the Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (Ax) the Company’s most recent periodic Quarterly Report on Form 10-Q or annual report filed with the CommissionAnnual Report on Form 10-K, as the case may be, (By) a more recent public announcement by the Company that contains such number of shares or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares Common Shares outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm orally and in writing to such Holder the number of Common Stock outstandingShares outstanding as of the most recent practicable date. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 11(a), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant held by the Holder and the provisions of this Section 11(a) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. Notwithstanding anything to the contrary herein, if the total number of Common Shares beneficially owned on the Original Issue Date by any Holder and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act exceeds 4.99% of the total number of issued and outstanding Common Shares on the Original Issue Date (excluding Common Shares acquired on the Original Issue Date), the Beneficial Ownership Limitation shall automatically be increased to 9.99% for such Holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11(a) to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any Warrantportion of this Warrant (other than the Pre-Funded Warrants), and no the Holder of this Warrant shall have the right to not exercise any portion of a Warrantthe Warrant (other than the Pre-Funded Warrants), and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced Number of Warrant Securities to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and reinstate the Warrant to the extent of such surrendered Excess Shares. By written notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum (1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. For purposes of this Section 611(a), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided that if, as of 5:00 P.M., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the 61st day after such notice is delivered to the Company, nor will any such waiver affect any other Holder. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided that if, as of 5:00 P.M., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any exercise of any this Warrant, and no a Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such the Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockStock (the percentage limitation, the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 5 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, and neither the Warrant Agent nor the Company shall not have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 65, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5. In the event of a Holder’s election to increase the Beneficial Ownership Limitation, such increase will not be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this Section 5 shall apply to a successor holder of this Warrant. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor the Company shall effect any exercise of any contrary set forth in this Warrant, and at no time may a Holder shall have of this Warrant exercise this Warrant if the right number of Warrant Shares to be issued pursuant to such exercise any portion of a Warrantwould exceed, to the extent that after giving effect to the issuance of when aggregated with all other shares of Common Stock after exercise as set forth on the applicable Election to Purchase, owned by such Holder (together with at such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)time, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by result in such Holder or any of its Affiliates. Except beneficially owning (as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations promulgated thereunder) in excess of 4.99% of all of the Common Stock outstanding at such time; provided, it being acknowledged by each however, that upon a Holder of this Warrant providing the Company with sixty-one (61) days notice (the “Waiver Notice”) that neither such Holder would like to waive this Section 12(a) with regard to any or all Warrant Shares issuable upon exercise of this Warrant, this Section 12(a) will be of no force or effect with regard to all or a portion of the Warrant Agent nor Shares referenced in the Company is representing Waiver Notice; provided, further, that this Section 12(a) shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. (b) Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of Warrant Shares to be issued pursuant to such Holder that such calculation is in compliance exercise would exceed, when aggregated with Section 13(d) all other shares of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities Common Stock owned by such Holder together with any Affiliates) and at such time, the number of shares of Common Stock which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of would result in such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination Holder beneficially owning (as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes ) in excess of 9.99% of all of the Common Stock outstanding at such time; provided, however, that upon a Holder of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by Warrant providing the Company with a Waiver Notice with regard to this Section 12(b), this Section 12(b) will be of no force or effect with regard to all or a portion of the Warrant Shares referenced in such Waiver Notice; provided, further, that this Section 12(b) shall be of no further force or effect during the sixty-one (C61) a more recent written notice by days immediately preceding the Company or expiration of the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions term of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares of Common Stock beneficially owned that may be acquired by a the Holder and its Affiliates upon any exercise of this Warrant (or otherwise in respect hereof) shall include be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant then beneficially owned by such Holder or and its Affiliates and any other Persons whose beneficial ownership of its Affiliates. Except as set forth in Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the 61st day after such notice is delivered to the Company. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither The Company shall not, and shall not instruct the Warrant Agent nor the Company shall to, effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither the The Warrant Agent nor the Company shall not effect any exercise of any this Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, this Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)affiliates, and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliatesaffiliates), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of any this Warrant beneficially owned by such Holder the registered holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within two Trading Days confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding as established by (A), (B) or (C) above, as applicable. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the registered holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The registered holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with respect to such registered holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares of Common Stock beneficially owned that may be acquired by a the Holder and its Affiliates upon any exercise of this Warrant (or otherwise in respect hereof) shall include be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant then beneficially owned by such Holder or any and its Affiliates (as defined in Rule 501(b) of its Affiliates. Except as set forth in Regulation D under the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Securities Act) under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) and the rules and regulations promulgated thereunder"), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.999% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurposes the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining paragraph and determined that the issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock to be issued as reflected requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (Aand shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company’s most recent periodic or annual report filed with , the CommissionHolder may waive the provisions of this Section but (i) any such waiver, as including such increase in shares, will not be effective until the case may be, (B) a more recent public announcement by the Company or (C) a more recent written 61st day after such notice by the Company or is delivered to the Company’s transfer agent setting forth , and (ii) any such waiver will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock outstandingthat may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) under Section 13(d) of the Securities Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purposes the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that the issuance of the full number of shares of Common Stock to be issued as requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company, the Holder may waive the provisions of this Section 6 shall but (i) any such waiver, including such increase in shares, will not be construed effective until the 61st day after such notice is delivered to the Company, and implemented in a manner otherwise than in strict conformity with (ii) any such waiver will apply only to the terms Holder and not to any other holder of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrants.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, an Investor may waive the provisions of this Section 6 11(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Investor. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.9% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither 8.1 Notwithstanding anything to the contrary contained herein, the Warrant Agent nor shall not be exercisable by the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, registered holder to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder registered holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Company’s Common Stock. For purposes of To the foregoing sentenceextent the above limitation applies, the number determination of shares of Common Stock beneficially whether the Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder registered holder or any of its Affiliatesaffiliates) and of which such securities shall be exercisable (as among all such securities owned by the registered holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). Except as set forth in No prior inability to exercise the preceding sentence, for Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this Section 6paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderamended, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 paragraph to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of the outstanding shares of Common Stock. For any reason at any time, upon the written or oral request of the registered holder, the Company shall within one (1) Business Day confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. By written notice to the Company, any registered holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the registered holder sending such notice and not to any other holder. It shall not be the responsibility of the Warrant Agent to monitor the limitations on exercises imposed by this Section 8.1.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 11(a), but any such waiver will not be effective until the 61st day after delivery of such notice, nor will any such waiver affect any other Holder. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary herein, the Company shall not effect any exercise of any this Warrant, and no Holder the holder shall have the right not be entitled to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance for a number of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own Warrant Shares in excess of 4.99% that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed [●]% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates shall include the number and any other persons who are members of shares of Common Stock issuable upon exercise of the Warrant a Section 13(d) group with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any its Affiliates to exceed the Maximum Percentage of its Affiliatesthe combined voting power of all of the securities of the Company then outstanding following such exercise. Except as set forth in the preceding sentence, for For purposes of this Section 6paragraph, beneficial ownership and whether a Holder is a member of a Section 13(d) group shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Quarterly Report on Form 10-Q or annual report filed with the CommissionAnnual Report on Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The provisions Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of [●]% specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 6 1.7, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other persons who are members of a Section 13(d) group with such Holder or its Affiliates shall be construed and implemented in a manner otherwise than in strict conformity with include the terms shares of Common Stock issuable upon: (x) the exercise of this Section 6 Warrant with respect to correct which such determination is being made plus the remaining unexercised and non-cancelled portion of this subsection Warrant but taking into account the limitations on exercise contained herein, but shall exclude the number of shares of Common Stock which would otherwise be issuable upon exercise of the remaining unexercised and non-cancelled portion of this Warrant but for the limitations on exercise contained herein; and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company beneficially owned by the Holder or any portion hereofof its Affiliates and other persons who are members of a Section 13(d) group with such Holder or its Affiliates that do not have voting power (including without limitation any securities of the Company which may be defective would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or inconsistent with other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the intended beneficial ownership holder thereof to receive, Common Stock), but shall exclude any such securities subject to any further limitation herein on conversion or exercise analogous to the limitation contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderherein.]

Limitations on Exercise. Neither Unless a holder advises the Warrant Agent nor Representative in writing that it elects not to be subject to the Company terms of this Section 3.3.12 at the time it acquires Warrants from an Underwriter, a holder shall effect any exercise of any Warrant, and no Holder shall not have the right to exercise any portion of a Warrant, its Warrants (or otherwise be issued shares of Common Stock in respect of the Warrants) to the extent that that, after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchasePurchase or redemption, such Holder the holder (together with such Holderthe holder’s Affiliates (as defined in Rule 405 under the Securities Act)Affiliates, and any other persons Persons acting as a group together with such Holder the holder or any of such Holderthe holder’s Affiliates), would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (as defined below), and by exercising or redeeming for shares any portion of its Warrants, a holder shall be deemed to represent irrevocably that such limitation is not exceeded. Under no circumstances shall the Company’s Common StockWarrant Agent be responsible for determining when such limitations apply. For purposes of the foregoing sentencesentences, the number of shares of Common Stock beneficially owned by a Holder the holder and its Affiliates affiliates and any such other Persons acting together as a group with the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise or redemption of the Warrant holder’s Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise or redemption of the remaining, nonexercised portion of any Warrant Warrants beneficially owned by such Holder the holder or any of its Affiliates and (ii) exercise or conversion or redemption of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise or redemption analogous to the limitation contained herein beneficially owned by the holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.12, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.12 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe holder’s determination of whether such Warrant is the Warrants being exercised are exercisable (in relation to other securities owned by such Holder the holder together with any Affiliates) and of which portion of a Warrant its Warrants is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Company nor the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any no liability for any error made by such Holderexercises of Warrants that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon the exercise or redemption of the Warrants being exercised pursuant to an Election to Purchase or redemption. The holder, (x) upon not less than 61 days’ prior notice to the Company and the Warrant Agent, or (y) under any agreement between the holder of the beneficial interest in the Warrants, the Company and the Warrant Agent on or prior to the date the Warrants are issued pursuant to which the beneficial holder agrees to be subject to an increased beneficial ownership limitation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.12, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon the exercise of the Warrants being exercised pursuant to an Election to Purchase and the provisions of this Section 3.3.12 shall continue to apply. Any such increase or decrease provided under clause (x) of the immediately preceding sentence will not be effective until the 61st day after such notice is delivered to the Company and the Warrant Agent and shall only be effective with respect to such holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. For purposes of this Section 63.3.12, in determining the number of outstanding shares of Common StockStock (including, without limitation, for purposes of making any representations required under this Section 3.3.12), a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, or (B) a more recent public announcement by the Company that is filed with the Securities and Exchange Commission or (C) a more recent written notice by the Company or the Company’s transfer agent Warrant Agent to the holder setting forth the number of shares of Common Stock outstanding. The provisions In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise or redemption of securities of the Company, including Warrants, by the holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything herein to the contrary, this provision shall not restrict the number of shares of Common Stock which a registered holder may receive or beneficially own in order to determine the amount of securities or other consideration that such holder may receive in the event of a transaction contemplated by Section 4 of this Warrant Agreement, with respect to the issuance of shares of Common Stock pursuant to Section 6 shall be construed 7.6 hereof in connection with a Fundamental Transaction described in Section 10.1(i) hereof in which the Company is not the surviving entity to the extent that the number of shares beneficially owned by the holder and implemented its affiliates in a manner otherwise than in strict conformity with the terms successor entity immediately following the consummation of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with such Fundamental Transaction does not exceed 9.99% of the intended beneficial ownership limitation herein contained outstanding common stock of such successor entity or to make changes or supplements necessary or desirable the extent the Common Stock is not deemed to properly give effect constitute an “equity security” pursuant to such limitationRule 13d-1(i) of the Exchange Act and the applicable regulations of the Securities and Exchange Commission. The limitations contained in this paragraph shall apply to a successor HolderThis restriction may not be waived.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any exercise of any this Warrant, and no a Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such the Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 5 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, and neither the Warrant Agent nor the Company shall not have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 65, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holder’s registered holder's Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder the registered holder or any of such Holder’s the registered holder's Affiliates), would beneficially own in excess of 4.99% of the Company’s 's Common StockStock (the "Maximum Percentage"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude (i) the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such the registered holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or any of its Affiliatesaffiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 67, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 7 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s the registered holder's determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 67, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s 's most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s 's transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 7 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant. The registered holder, upon notice to the Company, may increase or decrease the Maximum Percentage provisions of this Section 7, provided that the Maximum Percentage in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Warrant held by the registered holder and the provisions of this Section 6 shall continue to apply. Any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with regard to such registered holder.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, an Investor may waive the provisions of this Section 6 11(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Investor. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 Warrant. This restriction may not be waived, and notwithstanding anything to correct this subsection (or the contrary in any portion hereof) which Transaction Document, may not be defective or inconsistent with amended by agreement of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderparties.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), does not exceed 4.99% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the rules and regulations promulgated thereundershares of Common Stock issuable upon such exercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 11(a) applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a such Holder together with any and its Affiliates) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any and its Affiliates) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611(a), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company that contains such number of shares or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 11(a) (but such waiver will not affect any other holder) to change the beneficial ownership limitation to such percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant as the Holder shall be construed determine, in its sole discretion, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11(a) shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein from such 4.99% limitation to such other percentage limitation, the beneficial ownership limitation may not be further waived by such Holder without first providing the minimum notice required by this Section 11(a). Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction under Section 9(g)(ii) with respect to a Section 9(c)(iii) Fundamental Transaction, the Holder may waive and/or change the beneficial ownership limitation effective immediately upon written notice to the Company and may reinstitute a beneficial ownership limitation at any time thereafter effective immediately upon written notice to the Company. (b) Notwithstanding anything to the contrary contained or herein, including Section 11(a), the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to make changes or supplements necessary or desirable to properly give exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such limitationexercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 14.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 14.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. The limitations contained in For purposes of this paragraph Section 11(b), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall apply include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), are subject to a successor limitation on conversion or exercise analogous to the limitation contained herein and are beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (c) This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained in any Section herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates)exercise, would beneficially own in excess of 4.99% of cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed [4.99][9.99% (or, at the election of the Holder prior to the issuance of the Warrant, 4.99%)] of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the maximum percentage to any other percentage specified not in excess of 19.99% (the “Maximum Cap”) in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company; provided, that the Maximum Cap shall only apply to the extent required by Nasdaq Marketplace Rule 5635(b) and if the Maximum Cap is not applicable then the Warrant shall be fully exercisable. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including, without limitation, any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Act. (b) This Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable 11 shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth not restrict the number of shares of Common Stock outstanding. The provisions that a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares of Common Stock beneficially owned that may be acquired by a the Holder and its Affiliates upon any exercise of this Warrant (or otherwise in respect hereof) shall include be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant then beneficially owned by such Holder or any of and its Affiliates. Except Affiliates (as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of defined under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Holder's for purposes of Section 13(d) of the Exchange Act Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Election to Purchase hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining paragraph and determined that issuance of the full number of outstanding shares Warrant Shares issuable in respect of Common Stock, a Holder may rely on such Election to Purchase does not violate the number of outstanding shares of Common Stock as reflected restrictions contained in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth this paragraph. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein. The provisions of this Section 6 may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 61 days' prior written notice to the Company. Other Holders shall be construed unaffected by any such waiver. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the terms Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Election to Purchase hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares issuable in respect of such Election to Purchase does not violate the restrictions contained in this paragraph. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein. (c) Notwithstanding paragraphs (a) and (b) of this Section 6 10, in the event that the Company shall determine that any Election to correct Purchase received hereunder would violate any limitation contained i▇ ▇▇▇▇▇▇aphs (a) and (b) of this subsection Section 10 (or any portion hereof) which may be defective or inconsistent and, in the case of paragraph (a), such paragraph has not been waived by the subject Holder in accordance with the intended beneficial ownership last sentence of such paragraph), the Company shall promptly notify the subject Holder thereof, and the Company shall not be obligated to issue Warrant Shares in an amount such as would cause any such limitation herein contained or to make changes or supplements necessary or desirable be exceeded; and such Election to properly give effect Purchase shall be deemed void AB INITIO to the extent of such limitation. The limitations contained in this paragraph shall apply to a successor Holderexcess Warrant Shares.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any the exercise of any this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), affiliates) would beneficially own in excess of 4.9919.99% (the “Maximum Percentage”) of the Company’s number of shares of Common StockStock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a such Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliatesaffiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderamended. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.the

Limitations on Exercise. Neither Except as provided in the last sentence of this Section 6, neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 6 shall apply to a successor Holder. Notwithstanding the foregoing, the limitations contained in in this Section 6 shall not apply to any Holder who beneficially owns 5%‎ or more of the outstanding Common Stock, not including any shares of Common Stock deemed to be beneficially owned through the ownership of the Warrants by Holder and any Affiliates.

Limitations on Exercise. Neither The Company shall not, and shall not instruct the Warrant Agent nor the Company shall to, effect any exercise of any Warrant, and no a Holder shall not have the right to exercise any portion of a WarrantWarrants, to the extent that after giving effect to the issuance of shares of Common Stock Warrant ADSs after exercise as set forth on the applicable Election to Purchase, such that a Holder or a person holding through that Holder (together with such Holder’s or person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockOrdinary Shares (the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock Ordinary Shares beneficially owned by a Holder and its Affiliates person shall include the number of shares of Common Stock Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of the Warrant Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Ordinary Shares underlying the Warrant ADSs which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder or persons holding through a Holder together with any Affiliates) and of which portion the number of a Warrant is Warrants that are exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder, persons holding through the Holder together with any Affiliates) and of which portion the number of a Warrant is Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock Ordinary Shares outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderHolder of Warrants.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, Notwithstanding anything to the extent that after giving effect to contrary contained herein, the issuance number of Warrant Shares (or shares of Common Stock after into which this Warrant becomes exercisable pursuant to Section 9(f)) that may be acquired by the Holder upon any exercise as set forth on of this Warrant (or otherwise in respect hereof) shall be limited to the applicable Election extent necessary to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under ensure that the Securities Act), and any other persons acting as a group together with such Holder or any issuance of such Holder’s AffiliatesWarrant Shares (or shares of Common Stock into which this Warrant becomes exercisable pursuant to Section 9(f)) upon exercise (or other issuance), would beneficially own not (i) cause or result in excess such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of 4.99securities which would represent more than 9.99% of the voting securities of any class or series of the Company’s Common Stock. For purposes capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the foregoing sentenceCorporation), the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by (ii) otherwise cause such Holder or any of its Affiliates. Except as set forth in Affiliates to be required to file a notice or application for approval under the preceding sentenceBHC Act, for purposes the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any Warrant Shares that would otherwise be issued to the Holder upon exercise of this Section 6Warrant, beneficial ownership shall but cannot be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing issued to such Holder at the time of exercise as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit, and, provided further, that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained restriction on exercise as provided in this Section 6 applies, the determination of whether a Warrant is exercisable 11 shall not apply to (in relation to other securities owned by x) a Holder together with that has obtained all consents, permits, approvals, registrations and waivers of any Affiliates) and of governmental authority which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by are necessary or advisable for such Holder together with to exceed the Ownership Limit or (y) any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor bank holding company controlling the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderdate hereof. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Series C Preferred Stock outstanding. The provisions which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no (a) The Holder shall have the right be prohibited from exercising this Warrant if, immediately prior to or following such exercise any (or portion of a Warrantsuch exercise thereof), to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseHolder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)its Attribution Parties, and any other persons acting as a group together with such Holder beneficially owns or any of such Holder’s Affiliates), would beneficially own as determined in excess accordance with Section 13(d) of the Exchange Act more than [4.99% ][9.99%] (the “Maximum Percentage”) of the Company’s issued and outstanding Common StockStock or any other class of equity security (other than an exempted security) of the Company that is registered pursuant to Section 12 of the Exchange Act. For purposes of the foregoing sentencecalculating beneficial ownership, the aggregate number of shares of Common Stock beneficially owned by a Holder and the Holder, together with its Affiliates Attribution Parties, shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which such the determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon exercise (i) conversion of the remaining, nonexercised unconverted portion of any this Warrant beneficially owned by such Holder the Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder, together with its AffiliatesAttribution Parties (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 611(a), beneficial ownership shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the rules promulgated thereunder, it being acknowledged and agreed that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The provisions For any reason at any time, upon the written request of this Section 6 the Holder, the Company shall within two (2) Business Days confirm to the Holder, orally and in writing, the number of shares of Common Stock then outstanding. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder, upon which the Company shall be construed and implemented in a manner otherwise than in strict conformity with entitled to rely without investigation, that the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with Holder has evaluated the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained set forth in this paragraph and determined that the issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. Any purported delivery of any number of shares of Common Stock or any other security upon exercise of this Warrant shall apply be void and have no effect to the extent, but only to the extent, that before or after such delivery, the exercising Holder, together with its Affiliates and any other Attribution Party would have beneficial ownership in excess of the Maximum Percentage. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. (b) This Section 11 shall not restrict the number of shares of Common Stock which the Holder may receive or beneficially own in order to determine the amount of securities or other consideration that the Holder may receive in the event of a successor HolderFundamental Transaction as contemplated in Section 9(d) of this Warrant.

Limitations on Exercise. Neither 3 Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderexercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 11 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a 3 Percentages may need to be revised for certain purchasers. Paragraph 11 to be omitted from Lead Investor’s and Castle Creek’s Warrant. more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 shall be construed 11 (but such waiver will not affect any other holder) to change the beneficial ownership limitation to 9.999% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11 shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect from such 4.999% limitation to such 9.999% limitation. The limitations contained in this paragraph shall apply to a successor , the beneficial ownership limitation may not be further waived by such Holder.]

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise any portion this Warrant for a number of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own Warrant Shares in excess of 4.99% that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”), to exceed 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed 4.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the date of exercise, (y) a more recent public announcement by the Company, or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days following receipt of the written request confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such written notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) shall include the shares of Common Stock issuable upon the exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (1) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (2) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and (such Holder is solely responsible for as any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion members of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this “group”). (b) This Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth 11 shall not restrict the number of shares of Common Stock outstanding. The provisions which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to ensure that, coincident with or following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on then beneficially owned by the applicable Election to Purchase, such Holder (together with such any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s Affiliates (as defined in Rule 405 under for purposes of Section 13(d) or Section 16 of the Securities ActExchange Act of 1934, as amended, and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) does not exceed the Beneficial Ownership Limitation percent of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise but excluding the number of shares that cannot be issued due to the operation of the limitation in this Section 11 or any other similar limitation on exercise to the extent that it limits the right to acquire underlying securities), it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and any other persons acting as a group together with that such Holder is solely responsible for any schedules required to be filed in accordance therewith; provided, that this limitation on exercise shall not be applicable to any Person that beneficially owns 10.0% or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% more of the Company’s outstanding Common StockStock immediately following the issuance of this Warrant, excluding DTC or its nominee. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a such Holder and its Affiliates Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant subject to the Warrant Exercise Notice with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (A) exercise of the remaining, nonexercised portion unconverted shares of any Warrant Warrants beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentenceAttribution Parties, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(dand (B) exercise or conversion of the Securities Exchange Act unexercised or unconverted portion of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor any other securities of the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities beneficially owned by such Holder together with or any Affiliatesof its Attribution Parties that, in the case of both (A) and of which portion of (B), are subject to a Warrant is exercisable, and neither limitation on conversion or exercise similar to the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderlimitation contained herein. In addition, a A determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. By written notice to the Company, the Holder may increase or decrease the Beneficial Ownership Limitation to an amount not to exceed 19.99% (or 9.99% if elected by a prospective Holder prior to the issuance of any Warrants) of the number of shares of the Common Stock then outstanding; provided, that any notice to increase the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions “Beneficial Ownership Limitation” shall initially be 9.99% (or 4.99% if elected by a prospective Holder prior to the issuance of this Section 6 any Warrants) of the number of shares of the Common Stock then outstanding Any purported delivery to any Holder or the Attribution Parties of a number of shares of Common Stock or any other security upon exercise of the Warrants shall be construed void and implemented in a manner otherwise than in strict conformity with have no effect to the terms extent, but only to the extent, that before or after such delivery, the Holder and the Attribution Parties would have beneficial ownership of this Section 6 to correct this subsection (Common Stock or any portion hereof) which may be defective or inconsistent with other such class in excess of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderBeneficial Ownership Limitation.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, to the extent that immediately after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates)exercise, would beneficially own in excess of 4.99% of cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed 9.99% of the total number of issued and outstanding Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed 9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise (the thresholds in clauses (i) and (ii) each representing the “Maximum Percentage”). For purposes of this Warrant, in determining the number of outstanding Common Stock, the Holder may rely on the number of outstanding Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.99% as specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock or voting securities would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) shall include the number of shares of Common Stock issuable upon the exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of Common Stock or voting securities would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and (such Holder is solely responsible for as any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion members of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this “group”). (b) This Section 6, in determining 11 shall not restrict the number of outstanding shares of Common Stock, Stock that a Holder may rely on receive or beneficially own in order to determine the number amount of outstanding shares securities or other consideration that such Holder may receive in the event of Common Stock a Fundamental Transaction as reflected contemplated in (ASection 9(c) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the The Warrant Agent nor the Company shall not effect any exercise of any this Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, this Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)affiliates, and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliatesaffiliates), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of any this Warrant beneficially owned by such Holder the registered holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within two Trading Days confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding as established by (A), (B) or (C) above, as applicable. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the registered holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The registered holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with respect to such registered holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder3.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained in any Section herein, except for Section 15, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderexercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 11(a) applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611(a), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall, within five Trading Days, confirm orally and in writing (which may be via email) to such Holder the number of shares of Common Stock then outstanding. By written notice to the Company (which may be via email), which notice will not take effect until the 61st day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 11(a) or increase the beneficial ownership limitation to such percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant as the Holder shall be construed determine, in its sole discretion, subject to Section 11(b), and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11(a) shall continue to correct this subsection (or any portion hereof) which apply. Additionally, the Holder may be defective or inconsistent with decrease the intended beneficial ownership limitation herein at any time upon providing written notice of such change to the Company, which shall be effective as of such date and time as designated by the Holder (which, for the avoidance of doubt, shall not require a minimum of 61 days’ prior notice for effectiveness). Upon such a change by a Holder of the then-effective beneficial ownership limitation to such other percentage limitation, the beneficial ownership limitation may not be waived or further increased by such Holder without first providing the minimum notice required by this Section 11(a). Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction under Section 9(f)(ii) with respect to a Section 9(c)(iii) Fundamental Transaction, the Holder may waive and/or change the beneficial ownership limitation effective immediately upon written notice to the Company and may reinstitute a beneficial ownership limitation at any time thereafter effective immediately upon written notice to the Company. (b) Notwithstanding anything to the contrary contained or herein, including Section 11(a), the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to make changes or supplements necessary or desirable to properly give exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such limitationexercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. The limitations contained in For purposes of this paragraph Section 11(b), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall apply include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a successor limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (c) This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the (a) The Company shall not effect any the exercise of any this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder Person (together with such HolderPerson’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), affiliates) would beneficially own in excess of 4.999.99% of the Company’s shares of Common StockStock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a Holder such Person and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliatesaffiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderamended. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the Holder, the Company shall within one Business Day confirm in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities and the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. (b) The provisions Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant, if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise, redemption or conversion, as applicable, of the SPA Warrants and SPA Securities or otherwise without breaching the Company’s obligations under the rules or regulations of the applicable Principal Market (the number of shares which may be issued without violating such rules and regulations, 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 applicable 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 holders. Unless and until such approval or written opinion is obtained, no Holder shall be issued in the aggregate, upon exercise or conversion, as applicable, of any SPA Warrants or SPA Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Holder pursuant to the Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers pursuant to the Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise transfer any of such Holder’s SPA Warrants, the transferee shall be allocated a pro rata portion of such Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Holder of SPA Warrants shall exercise all of such Holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such Holder’s Exchange Cap Allocation, then the difference between such Holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such Holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 6 2.5(b), the Company shall be construed pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the Closing Sale Price and implemented in a manner otherwise than in strict conformity with the terms Exercise Price as of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderdate of the attempted exercise.

Limitations on Exercise. Neither the Warrant Agent nor the [Intentionally Omitted] [The Company shall not effect any exercise of any this Warrant, and no a Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such the Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockStock (the percentage limitation, the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 5 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, and neither the Warrant Agent nor the Company shall not have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 65, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5. In the event of a Holder’s election to decrease the Beneficial Ownership Limitation, such increase will not be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this Section 5 shall apply to a successor holder of this Warrant. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.]

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect any Holder upon the exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to insure that, following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, then beneficially owned by such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of its Affiliates does not exceed the Company’s Common StockBeneficial Ownership Limitation. For In determining beneficial ownership for purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon the exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of any this Warrant beneficially owned by such the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder and any of its Affiliates. Except as set forth in For the preceding sentenceavoidance of doubt, for purposes (a) the operation of this Section 6, beneficial ownership 13 shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth not reduce the number of shares of Common Stock outstandingthat may be received upon exercise of this Warrant, but shall only prohibit any issuance of Common Stock to the Holder that would cause the Holder’s beneficial ownership of Common Stock to exceed the Beneficial Ownership Limitation, and (b) this Section 13 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The “Beneficial Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this Section 6 13 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 13 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 13 shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained in any Section herein, except for Section 15, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderexercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 11(a) applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611(a), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall, within three (3) Trading Days, confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 11(a) or increase the beneficial ownership limitation to such percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant as the Holder shall be construed determine, in its sole discretion, subject to Section 11(b), and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11(a) shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein from such 9.99% limitation to such other percentage limitation, the beneficial ownership limitation may not be further waived or increased by such Holder without first providing the minimum notice required by this Section 11(a). Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction under Section 9(f)(ii) with respect to a Section 9(c)(iii) Fundamental Transaction, the Holder may waive and/or change the beneficial ownership limitation effective immediately upon written notice to the Company and may reinstitute a beneficial ownership limitation at any time thereafter effective immediately upon written notice to the Company. (b) Notwithstanding anything to the contrary contained or in any Section herein, except Section 15 (but including Section 11(a)), the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to make changes or supplements necessary or desirable to properly give exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such limitationexercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. The limitations contained in For purposes of this paragraph Section 11(b), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall apply include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a successor limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (c) This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, Warrant to the extent that after giving effect to the issuance of shares of Common Stock Warrant Shares after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates affiliates (as defined in Rule 405 under the Securities Act), and any other persons person or entity acting as a group together with such Holder or any of such Holder’s Affiliatesaffiliates), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any Warrant of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.11 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 63.3.11, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 3.3.11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder's for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”) and the rules and regulations promulgated thereunder"), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.999% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company's obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in (A) compliance with such limitation; PROVIDED, THAT, if, as of the Expiration Time, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth 's obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, nor will any such waiver affect any other Holder. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company's obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided , that, if, as of the Expiration Time, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company's obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 to correct this subsection (or any portion hereof) which Warrant. This restriction may not be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Registered Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s AffiliatesAffiliates (such persons, “Attribution Parties”)), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its AffiliatesAffiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderexercises of a Warrant that are in non-compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including a Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Warrant held by the Holder and the provisions of this Section 6 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with regard to such Holder. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 6 shall apply to a successor Holder.

Limitations on Exercise. Neither (i) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Notwithstanding anything to the contrary set forth herein, by written notice to the Company, the Holder may, in its sole discretion, increase or decrease the Maximum Percentage to any other percentage not in excess of 19.999% of the Common Stock of the Company issued and outstanding on November 15, 2021 (when taken together with any shares issued pursuant to the Second Lien Agreement (as defined in the Credit Agreement), unless the Company’s Common Stockshareholders shall have approved the issuance of the Monroe Supporting Shares (as defined in the Credit Agreement) and the transactions contemplated by this Warrant) specified in such notice and such percentage will be deemed the new Maximum Percentage for all purposes under this Warrant; provided, that any such increase will not be effective until the 61st day after such notice is delivered to the Company. For purposes of the foregoing sentencepreceding sentences, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including other warrants issued concurrently herewith) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(d). Except as set forth in the preceding sentence, for For purposes of this Section 61(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Stock the Holder may rely on acquire upon the number exercise of outstanding this Warrant without exceeding the Maximum Percentage, there were 41,970,915 shares of Common Stock as reflected in issued and outstanding on November 15, 2021. (ii) If the Company receives an Exercise Notice from the Holder at a time when the when the issuance of the Warrant Shares would not comply with applicable law, including the rules and regulations of the Nasdaq Stock Market (or any securities exchange on which the Common Stock is listed) (“Applicable Law”), the Company shall (A) notify the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth Holder in writing of the number of shares of Common Stock outstandingissued or issuable in connection with any other transaction by the Company that may be aggregated with the issuance of the Warrant Shares under the rules and regulations of the Nasdaq Stock Market (or any other securities exchange on which the Common Stock is then listed), and to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage or would not comply with Applicable Law, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (B) as soon as reasonably practicable, the Company shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. (iii) Upon the written request of the Holder, the Company shall promptly confirm in writing or by electronic mail to the Holder the number of shares of Common Stock issued or issuable in connection with any other transaction by the Company that may be aggregated with the issuance of the Warrant Shares under the rules and regulations of the Nasdaq Stock Market (or any other securities exchange on which the Common Stock is then listed). (iv) For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage or the issuance of which would not comply with Applicable Law shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. (v) No prior inability to exercise this Warrant pursuant to this Section 1(d) shall have any effect on the applicability of the provisions of this Section 1(d) with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 1(d) to the extent necessary to correct this subsection (paragraph or any portion hereofof this Section 1(d) which may be defective or inconsistent with the intended beneficial ownership or Applicable Law limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph Section 1(d) may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause [(i)] (A) the outstanding Class A Common Stock beneficially owned by the Holder and any portion other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed [19.99]% of the outstanding Class A Common Stock (as computed in accordance with Section 13(d) of the Exchange Act); or (B) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Class A Common Stock and the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed [19.99]% of the combined voting power of all of the securities of the Company then outstanding following such exercise[, or (ii) the aggregate number of shares of Class A Common Stock beneficially owned by the Holder, its Affiliates and any other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed [4.99][9.99]% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise]. For purposes of this Warrant, in determining the number of outstanding shares of Class A Common Stock and Class B Common Stock, the Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the extent that date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Class A Common Stock or Class B Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Class A Common Stock and Class B Common Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock and Class B Common Stock shall be determined after giving effect to the issuance conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Class A Common Stock after exercise as set forth on and Class B Common Stock was reported. [By written notice to the applicable Election Company, the Holder may from time to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under time increase or decrease the Securities Act), and Maximum Percentage to any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own percentage specified not in excess of 4.9919.99% of specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company’s Common Stock. .] For purposes of the foregoing sentencethis Section 11(a), the aggregate number of shares of Class A Common Stock or voting securities beneficially owned by a the Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) shall include the number of shares of Class A Common Stock issuable upon the exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Class A Common Stock which would be issuable upon (x) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time shares of Class A Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Class A Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and (such Holder is solely responsible for as any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion members of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this “group”). (b) This Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth 11 shall not restrict the number of shares of Class A Common Stock outstanding. The provisions which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder upon any exercise of the Warrants (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of Common Stock Shares then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which Shares would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 4.99% of the total number of then issued and outstanding Common Shares (including for such purpose the Common Shares issuable upon such exercise) and (the rules and regulations promulgated thereunder"Beneficial Ownership Limitation"), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation Beneficial Ownership Limitation contained in this Section 6 11(a) applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by a such Holder together with any and its Affiliates) and of which a portion of a the Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase Exercise Notice shall be deemed to be such the Holder’s determination of whether such the Warrant is exercisable (in relation to other securities owned by such Holder together with any and its Affiliates) and of which portion of a the Warrant is exercisable, in each case, subject to such aggregate percentage limitation, and neither the Company nor the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611(a), in determining the number of outstanding shares of Common StockShares, a the Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (Ax) the Company’s most recent periodic Quarterly Report on Form 10-Q or annual report filed with the CommissionAnnual Report on Form 10-K, as the case may be, (By) a more recent public announcement by the Company that contains such number of shares or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Warrant Agent setting forth the number of shares Common Shares outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm orally and in writing to such Holder the number of Common Stock outstandingShares outstanding as of the most recent practicable date. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 11(a), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant held by the Holder and the provisions of this Section 11(a) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11(a) to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary set forth in this Agreement, at no time may a Holder of a Warrant exercise the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent (but only to the extent) that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such the Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), affiliates) would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except (as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Act) in excess of this Section 6, in determining the number 4.99% of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give outstanding immediately after giving effect to such limitation. The limitations contained exercise; provided that upon a Holder providing the Company with 61 days’ notice (a “Waiver Notice”) that such Holder would like to waive this Section 2.4(a) with regard to any shares of Common Stock issuable upon exercise of a Warrant, this Section 2.4(a) will be of no force or effect with regard to all or a portion of such Warrant as referenced in such Waiver Notice. (b) Notwithstanding anything to the contrary set forth in this paragraph Agreement, at no time may a Holder of a Warrant exercise the Warrant to the extent (but only to the extent) that after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise; provided that upon a Holder providing the Company with a Waiver Notice that such Holder would like to waive this Section 2.4(b) with regard to any shares of Common Stock issuable upon exercise of a Warrant, this Section 2.4(b) shall apply be of no force or effect with regard to all or a successor Holderportion of such Warrant as referenced in such Waiver Notice. ARTICLE III ADJUSTMENT OF COMMON STOCK ISSUABLE UPON EXERCISE; ADJUSTMENT OF EXERCISE PRICE

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to ensure that, coincident with or following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on then beneficially owned by the applicable Election to Purchase, such Holder (together with such any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s Affiliates (as defined in Rule 405 under for purposes of Section 13(d) or Section 16 of the Securities ActExchange Act of 1934, as amended, and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) does not exceed the Beneficial Ownership Limitation percent of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise but excluding the number of shares that cannot be issued due to the operation of the limitation in this Section 11 or any other similar limitation on exercise to the extent that it limits the right to acquire underlying securities), it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and any other persons acting as a group together with that such Holder or is solely responsible for any of such Holder’s Affiliates), would beneficially own schedules required to be filed in excess of 4.99% of the Company’s Common Stockaccordance therewith. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a such Holder and its Affiliates Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant subject to the Warrant Exercise Notice with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (A) exercise of the remaining, nonexercised portion unconverted shares of any Warrant Warrants beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentenceAttribution Parties, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(dand (B) exercise or conversion of the Securities Exchange Act unexercised or unconverted portion of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor any other securities of the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities beneficially owned by such Holder together with or any Affiliatesof its Attribution Parties that, in the case of both (A) and of which portion of (B), are subject to a Warrant is exercisable, and neither limitation on conversion or exercise similar to the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderlimitation contained herein. In addition, a A determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. [The provisions Holder may not increase or decrease its Beneficial Ownership Limitation.]1 [By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may increase or decrease the Beneficial Ownership Limitation to an amount not to exceed 9.99% of this Section 6 the number of shares of the Common Stock then outstanding.]2 The “Beneficial Ownership Limitation” shall initially be [4.99%]3 of the number of shares of the Common Stock then outstanding Any purported delivery to any Holder or the Attribution Parties of a number of shares of Common Stock or any other security upon exercise of the Warrants shall be construed void and implemented in a manner otherwise than in strict conformity with have no effect to the terms extent, but only to the extent, that before or after such delivery, the Holder and the Attribution Parties would have beneficial ownership of this Section 6 to correct this subsection (Common Stock or any portion hereof) which may be defective or inconsistent with other such class in excess of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderBeneficial Ownership Limitation.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holder’s registered holder's Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder the registered holder or any of such Holder’s the registered holder's Affiliates), would beneficially own in excess of 4.99% of the Company’s 's Common StockStock (the "Maximum Percentage"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude (i) the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such the registered holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Registered Holder or any of its Affiliates. affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.. Except as set forth in the preceding sentence, for purposes of this Section 67, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 7 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s the registered holder's determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 67, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s 's most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s 's transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 7 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of this Warrant shall have the right to not exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Section 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to ensure that, following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on then beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s and its Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together Persons whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates), would beneficially own in excess for purposes of 4.99% Section 13(d) of the Company’s Exchange Act, does not exceed 9.9999% (the “Maximum Percentage”) of the total number of then issued and outstanding shares of Common StockStock (including for such purpose the shares of Common Stock issuable upon such exercise). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its Affiliates (including, without limitation, any convertible notes or any convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein; provided that in no event shall the aggregate number of shares beneficially owned by the Holder and its Affiliates, calculated in accordance with Section 13(d) of the Exchange Act, exceed the Maximum Percentage. Except as set forth in the preceding sentencesentence (other than the proviso thereto), for purposes of this Section 6paragraph (including the proviso in the immediately preceding sentence), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, ; it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 12 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 612, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9999% specified in such notice; provided, that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall not apply to the Holder if the aggregate number of shares beneficially owned by the Holder and its Affiliates, calculated in accordance with Section 6 13(d) of the Exchange Act, exceed 9.9999% immediately prior to the Closing. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 12 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933, as amended), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of [4.99% %] of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 4.99% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6the Warrant, in determining the number of outstanding shares of Common Stock, a Holder of the Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of the Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this Section 11 shall have any effect on the applicability of the provisions of this Section 11 with respect to any subsequent determination of exercisability. The provisions of this Section 6 11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11 to the extent necessary to correct this subsection (Section 11 or any portion hereof) of this Section 11 which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph Section 11 may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderexercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 14 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase Exercise Notice shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Upon the written request of this Section 6the Holder, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or shall within three (C3) a more recent written notice by the Company or the Company’s transfer agent setting forth Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. The This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may waive or amend the provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with 14 (but such waiver will not affect any other holder) to change the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor other percent of the number of shares of the Common Stock outstanding as may be determined by the Holder.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise any portion this Warrant for a number of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own Warrant Shares in excess of 4.99% that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”), to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such Holder is solely responsible for any schedules required to be filed in accordance therewith. To exercise, or (ii) the extent that combined voting power of the limitation contained in this Section 6 applies, securities of the determination of whether a Warrant is exercisable (in relation to other securities Company beneficially owned by a the Holder together and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination for purposes of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and (such as any other members of a Section 13(d) “group”) to exceed 9.99% of the rules and regulations promulgated thereundercombined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, filed with the Commission prior to the date hereof, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s its transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.Stock

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of a Warrant, and no the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.99% (or at the election of a Holder prior to the date of issuance, 9.99%) (the “Maximum Percentage”) of the Company’s number of shares of Common StockStock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Warrants with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any Warrant the Warrants beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. Except as set forth in the preceding sentence, for For purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder). For purposes of this Section 6the Warrants, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the CommissionSecurities and Exchange Commission (the “SEC”), as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of the Warrants.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, an Investor may waive the provisions of this Section 6 11(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other Investor. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be construed limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and implemented in a manner otherwise than in strict conformity its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the terms Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 6 Warrant. This restriction may not be waived. (c) Notwithstanding anything to correct the contrary in this subsection Warrant, if the Company has not previously obtained Stockholder Approval, then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercises of this Warrant. The "Issuable Maximum" means, as of any date, a number of shares of Common Stock equal to [20% of the issued and outstanding Common Stock]. Each Investor shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the number of Shares issued and sold to such Investor on the Closing Date plus any Additional Shares issued to such Investor thereafter by (y) the aggregate number of Shares issued and sold by the Company on the Closing Date plus any Additional Shares issued to any Investor thereafter. If any Investor shall no longer hold Warrants, then such Investor's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Investors, giving effect to the Company's desire to allocate this limitation among the class of securities known as the Warrants. If on any Exercise Date, or at such time as an Investor shall notify the Company that the condition in (A) following this clause shall be in effect: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of all then outstanding Warrants would exceed the Issuable Maximum on such date, and (B) the Company shall not have previously obtained the vote of shareholders, as may be required by the applicable rules and regulations of the American Stock Exchange (or any portion hereof) successor entity or any other Trading Market on which may be defective the Company's securities then trade), applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof (the "STOCKHOLDER APPROVAL"), then, the Company shall issue to the Investor a number of shares of Common Stock equal to the Issuable Maximum and, with respect to the remainder of the aggregate Warrants then held by the Investors for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum, the Company must use its best efforts to seek and obtain Stockholder Approval as soon as possible, but in any event not later than the 90th day following such Exercise Date or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to date of such limitationrequest. The limitations contained in this paragraph Company and the Holder understand and agree that Warrant Shares issued to and then held by the Holder as a result of exercises of Warrants shall apply not be entitled to a successor Holdercast votes on any resolution to obtain Stockholder Approval pursuant hereto.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed [4.99%][9.99]% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 11 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall within three Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9. [By written notice to the Company, which will not be effective until the 61st day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 shall be construed 11 (but such waiver will not affect any other holder) to change the beneficial ownership limitation to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11 shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect from such 4.99% limitation to such 9.99% limitation. The limitations contained in this paragraph shall apply to a successor , the beneficial ownership limitation may not be further waived by such Holder.]]