Common use of Limitations on Exercise Clause in Contracts

Limitations on Exercise. a. Notwithstanding anything to the contrary contained in the Warrant, the Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (but only or other issuance), the total number of shares of Common Stock then beneficially owned by such 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, does not exceed 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the extent) that, if exercisable by the Holder, the Holder or any issuance of its affiliates would beneficially own in excess shares of 9.99% Common Stock issuable upon exercise of this Warrant (the “Maximum PercentageBeneficial Ownership 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 11, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the then issued and number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock. To the extent the above limitation applies, the determination Stock upon exercise of whether the this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned held by the Holder) 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect 11 shall continue to any subsequent determination of exercisabilityapply. For Any such increase or decrease will not be effective until the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect 61st day after such notice is delivered to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderCompany. The provisions of this Section 5(a) paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a) 11 to correct this Section 5(a) paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation 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 Section 5(a) paragraph shall apply to a successor Holder holder of the this Warrant. For purposes such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Warrant, in determining Exchange Act and the number of issued rules 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 regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock issued 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(b) of this Warrant. This restriction may not be waived, and outstanding. For notwithstanding anything to the contrary in any reason at any timeTransaction Document, upon the written or oral request may not be amended by agreement 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 Warrantparties. 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. a. Notwithstanding anything to the contrary contained in the this Warrant, the this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, that the Holder or any of its affiliates would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by the HolderHolder or any of its affiliates) and of which warrants such securities shall be exercisable (as among all warrants such securities owned by the 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). No prior inability to exercise the this Warrant pursuant to this Section 5(a) paragraph shall have any effect on the applicability of the provisions of this Section 5(a) paragraph with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, (as amended, defined in the Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a) paragraph to correct this Section 5(a) 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 Section 5(a) paragraph shall apply to a successor Holder of the this 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 The holders 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 shall be third party beneficiaries of this paragraph 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 may not waive this paragraph without the number consent of shares holders of a majority of its Common Stock issued and outstandingStock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) business days Business Day 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 this Warrant or securities issued pursuant to the WarrantPurchase Agreement. By written notice to the Company, any 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 Holder sending such notice and not to any other holder of Warrants. 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. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder, the Holder or any ’s for purposes of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”Section 13(d) of the then Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock. To Stock (including for such purpose the extent the above limitation applies, the determination shares 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 Common Stock issuable upon 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 beexercise). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)such purposes, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, 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 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 Warrant. By written notice to the Company, the Holder may waive the provisions of this Section 5(a) 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 effect any other Holder. This provision shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall not apply to a successor Holder Holders who, together with Affiliates, as of the Warrant. For purposes Closing Date beneficially own (as determined in accordance with Section 13(d) of the Warrant, Exchange Act and the rules and regulations promulgated thereunder) in determining excess of 5% of the total number of issued and outstanding shares of Common Stock. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder may rely on 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 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 9.999% 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 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 (i) 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 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 obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock 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 Warrant. This provision shall not apply to Holders who, together with Affiliates, as of the Closing Date beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 10% of the total number of 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 outstanding 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. a. Notwithstanding anything to the contrary contained in the The Warrant Agent shall not effect any exercise of this Warrant, the Warrant and a registered holder shall not be exercisable by have the Holder hereof right to exercise any portion of this Warrant to the extent (but only that after giving effect to such issuance after exercise as set forth on the extent) that, if exercisable by the Holderapplicable exercise notice, the Holder registered holder (together with the registered holder’s Affiliates, and any other person or entity acting as a group together with the registered holder or any of its affiliates the registered holder’s Affiliates), would beneficially own in excess of 9.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) as defined below). For purposes of the then issued and outstanding foregoing sentence, the number of shares of Common Stock. 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 Stock beneficially owned by the Holderregistered holder and its Affiliates shall include the number of shares of Common Stock issuable upon 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 (A) and exercise of which warrants shall be exercisable (as among all warrants the remaining, non-exercised portion of this Warrant beneficially owned by the Holderregistered holder or any of its Affiliates and (B) shall, subject to such Maximum Percentage limitation, be determined on the basis exercise or conversion of the first submission to unexercised or non-converted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect any other equity equivalent securities) subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of percentage ownership) its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, 1934 and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), it being acknowledged by the registered holder that the Company is not representing to the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the registered holder is solely responsible for any schedules required to be filed in accordance therewith. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with To the terms this Section 5(a) to correct this Section 5(a) (or any portion hereof) which may be defective or inconsistent with extent that 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 Section 5(a3.3.10 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the registered holder together with any Affiliates) and of which portion of this Warrant is exercisable shall apply to a successor Holder be in the sole discretion of the Warrantregistered holder, and the submission of an exercise notice shall be deemed to be the registered holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the registered holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject the Beneficial Ownership Limitation, and the Company and the Warrant Agent shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of the Warrantthis Section 3.3.10, in determining the number of issued and outstanding shares of Common Stock, the Holder a registered holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (iA) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K periodic or other public filing with the Securities and Exchange Commission (annual report as the case may be), (iiB) a more recent public announcement by the Company, Company or (iiiC) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holdera registered holder, the Company shall within three (3) business days Business Days confirm orally and in writing to the Holder registered holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including this Warrant, by the registered holder or exercisable securities into its Affiliates since the date as of which such number of outstanding shares of Common Stock, including, without limitation, pursuant 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. b. . The registered holder, upon not less than sixty one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% 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. The provisions of this Section 3.3.10 shall be construed, corrected and implemented in a manner so as to effectuate the intended Beneficial Ownership Limitation herein contained. The limitations contained in Section 5(a) above will terminate and cease this paragraph shall apply to be in effect three (3) business days before the Expiration Datea successor holder of this Warrant.

Limitations on Exercise. a. Notwithstanding anything to the contrary contained in the this Warrant, the this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, that the Holder or any of its affiliates would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by the HolderHolder or any of its affiliates) and of which warrants such securities shall be exercisable (as among all warrants such securities owned by the 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). No prior inability to exercise the this Warrant pursuant to this Section 5(a) paragraph shall have any effect on the applicability of the provisions of this Section 5(a) paragraph with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, (as amended, defined in the Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a) paragraph to correct this Section 5(a) 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 Section 5(a) paragraph shall apply to a successor Holder of the this 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 The holders 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 shall be third party beneficiaries of this paragraph 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 may not waive this paragraph without the number consent of shares holders of a majority of its Common Stock issued and outstandingStock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) business days Business Day 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 this Warrant or securities issued pursuant to the WarrantSecurities Purchase Agreement. By written notice to the Company, any 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 Holder sending such notice and not to any other holder of Warrants. 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company 's for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 9.99% 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 total number of issued and outstanding shares of Common Stock as reflected (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. To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (i) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or in relation to other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement securities owned by the CompanyHolder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, or and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iii) any in relation to other notice securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject the limitation contained in this Section 11, and the Company setting forth shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict the number of shares of Common Stock issued and 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. 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 This restriction may not be waived. Notwithstanding anything 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 contrary contained in this Warrant, (a) no term of this Section 5(amay be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) above this restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section will terminate and cease to be in effect three (3) business days before the Expiration Datevoid ab initio.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder, the Holder or any ’s for purposes of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”Section 13(d) of the then Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock. To Stock (including for such purpose the extent the above limitation applies, the determination shares of whether the Warrant shall be exercisable (vis-a-vis Common Stock issuable upon such exercise) or such other convertible, exercisable reduced amount as necessary to comply with FINRA rules 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisabilityregulations. For the purposes of this Section 5(a)such purposes, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, 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 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 Warrant. By written notice to the Company, the Holder may waive the provisions of this Section 5(a) 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 effect any other Holder. This provision shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall not apply to a successor Holder Holders who, together with Affiliates, as of the Warrant. For purposes Closing Date beneficially own (as determined in accordance with Section 13(d) of the Warrant, Exchange Act and the rules and regulations promulgated thereunder) in determining excess of 5% of the total number of issued and outstanding shares of Common Stock. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder may rely on 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 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 9.999% 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 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 (i) 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 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 obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock 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 Warrant. This provision shall not apply to Holders who, together with Affiliates, as of the Closing Date beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 10% of the total number of 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 outstanding 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. a. (a) Notwithstanding anything to the contrary contained in this Warrant (other than the provisions of Section 11(b) below), the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable by have the Holder hereof right to exercise any portion of this Warrant to the extent (but only to the extent) that, if exercisable by the Holderafter giving effect to such issuance after exercise, the Holder (together with any person acting as a group with the Holder or any of its affiliates the Holder’s Affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this Section 5(a) paragraph shall have any effect on the applicability of the provisions of this Section 5(a) paragraph with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipownership and as to the determination of any group) shall be determined by the Holder 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. The provisions of this Section 5(a) paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a) paragraph to correct this Section 5(a) 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 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 one (31) business days Business Day 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 this Warrant or securities issued pursuant to the WarrantSecurities Purchase Agreement. 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 paragraph and determined that issuance of the full number of Warrant Shares requested by the Holder in such Exercise Notice is permitted under this paragraph. b. (b) The provisions of Section 11(a) above shall not apply to any exercise by any Holder whose beneficial ownership of Common Stock immediately prior to the issuance of this Warrant (together with any person acting as a group with such Holder and such Holder’s Affiliates) exceeds the Maximum Percentage (an “Existing ▇▇ ▇▇▇▇▇▇”), provided, however, if at any time after the date hereof an Existing ▇▇ ▇▇▇▇▇▇ and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with such Holders for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall collectively beneficially own the Maximum Percentage or less, then such Holder may deliver a written notice to the Company (an “MP Notice”) providing that such Holder irrevocably elects to be subject to the provisions of Section 11(a). (c) Notwithstanding anything to the contrary contained in this Warrant, the Company shall not effect any exercise of this Warrant (including if held by an Existing ▇▇ ▇▇▇▇▇▇ that has not delivered an MP Notice), and the Holder shall not have the right to exercise any portion of this Warrant to the extent (but only to the extent) that, after giving effect to such issuance after exercise, the Holder (together with any person acting as a group with the Holder or the Holder’s Affiliates) would beneficially own in excess of 19.99% (the “Applicable Percentage”) of the outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-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 Applicable Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). 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. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership and as to the determination of any group) shall be determined by the Holder in accordance with Section 5(a13(d) above of the Exchange Act and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. 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 to the 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, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. Each delivery of an Exercise Notice by a Holder will terminate constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and cease to be determined that issuance of the full number of Warrant Shares requested by the Holder in effect three (3) business days before the Expiration Datesuch Exercise Notice is permitted under this paragraph.

Limitations on Exercise. a. Notwithstanding anything to Neither the contrary contained in Warrant Agent nor the Company shall effect any exercise of any Warrant, the Warrant and a registered holder shall not be exercisable by have the Holder hereof right to exercise any portion of a Warrant to the extent (but only that after giving effect to the extent) thatissuance of Warrant Shares after exercise as set forth on the applicable Election to Purchase, if exercisable by such Holder (together with such Holder’s affiliates (as defined in Rule 405 under the HolderSecurities Act), the and any other person or entity acting as a group together with such Holder or any of its such Holder’s affiliates (each an “Attribution Party”)), would beneficially own in excess of 9.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) as defined below). For purposes of the then issued and outstanding foregoing sentence, the number of shares of Common Stock. To Stock beneficially owned by a Holder and its Affiliates and its Attribution Parties shall include the extent the above limitation applies, the determination number of whether shares of Common Stock issuable upon exercise of 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent which such determination is being made, but shall exclude the number of exercisability. For shares of Common Stock which would be issuable upon (i) exercise of the purposes remaining, nonexercised portion of this Section 5(a), beneficial ownership Warrant beneficially owned by such Holder or any of its Affiliates or Attribution Parties and all determinations and calculations (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, with respect any other Common Stock Equivalents) subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of percentage ownership) its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (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 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates 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 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 Attribution Parties) 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 3.3.10, 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 5(a) 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a) 6 to correct this Section 5(a) subsection (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 Section 5(a) paragraph 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. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable by 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) the Holder hereof to the extent (but only to the extent) that, if exercisable 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 or any Holder’s for purposes of its affiliates would beneficially own in excess Section 13(d) of the Exchange Act to exceed 9.99% (the “Maximum Percentage”) of the then total number of issued and outstanding shares of Common Stock. To Stock of the extent Company following such exercise, or (ii) the above limitation applies, combined voting power of the determination securities of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities Company beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall Common Stock would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder exceed 9.99% of the Warrantcombined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the this 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 (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), filed with the Commission prior to the date hereof, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable decrease the Maximum Percentage to any other percentage specified 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 notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities into 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 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, includingincluding without limitation any debt, without limitationpreferred stock, pursuant 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 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. (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 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. a. Notwithstanding anything Subject to the contrary contained in last sentence of this Section 1(e), the Company shall not effect the exercise of this Warrant, and the Warrant Registered Holder shall not be exercisable by have the Holder hereof right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (but only to the extenttogether with such Registered Holder’s Affiliates and any other Persons acting as a group together) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.99% [4.99][9.99]%1 (the “Maximum Percentage”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the Holder) and unexercised or unconverted portion of which warrants shall be exercisable (as among all warrants any other securities of the Company beneficially owned by the 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). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership Person and all determinations and calculations its Affiliates (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply subject to a successor Holder of limitation on conversion or exercise analogous to the Warrantlimitation contained herein. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the Registered Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (Commission, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Company’s transfer agent 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 Registered Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within three one (31) business days Trading Day confirm orally and in writing to the Registered Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Warrants, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Registered Holder may from time to time increase or exercisable securities into decrease the Maximum Percentage to any other percentage as specified in such notice; provided that in no event shall such Maximum Percentage be increased to more than 19.99%; provided, further, 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 Registered Holder and not to any other holder of Warrants. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Registered Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Section 1(e) shall not apply to exercises of this Warrant that occur prior to and expressly in connection with the Company’s consummation of a Fundamental Transaction. Notwithstanding anything to the contrary herein, Warrant Shares may not be issued pursuant to this Warrant and this Warrant shall not be exercisable for Warrant Shares, to the extent that the issuance of the Warrant or the issuance of Warrant Shares upon exercise thereof would be impermissible without stockholder approval pursuant to the rules of the Trading Market. The limitations contained in Section 5(a) above will terminate and cease this paragraph shall apply to a successor holder of this Warrant. 1 Threshold to be in effect three (3) business days before the Expiration Date.elected by individual Investors

Limitations on Exercise. a. Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of a Warrant, and 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 not be exercisable by the Holder hereof null and void and treated as if never made, to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties collectively would beneficially own in excess of 9.99% [4.99][9.99]% (the “Maximum Percentage”) of the then issued and outstanding number of shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of whether such sentence is being made, but shall exclude the Warrant shall number of shares of Common Stock which would be exercisable issuable upon (vis-a-vis other convertibleA) exercise of the remaining, exercisable or exchangeable securities unexercised portion of the Warrants beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants, including the other Warrants) shall be determined 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. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant1934 Act. For purposes of the WarrantWarrants, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Q and Current Report Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued 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 outstanding(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 three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable securities into 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% or such higher percentage 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, including, without limitation, Stock issuable pursuant to the Warrant. b. 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 limitations provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 5(a) above will terminate 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and cease shall apply to be in effect three (3) business days before a successor holder of the Expiration DateWarrants.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be exercisable by null and void ab initio and treated as if the Holder hereof exercise had not been made, to the extent (but only that immediately prior to the extent) thator following such exercise, if exercisable by the Holder, together with the Holder Attribution Parties, beneficially owns or any of its affiliates would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% (the “Maximum Percentage”) of the then Ordinary Shares that would be issued and outstanding shares following such exercise. For purposes of Common Stock. To calculating beneficial ownership for determining whether the extent the above limitation appliesMaximum Percentage is or will be exceeded, the determination aggregate number of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities Ordinary Shares held and/or beneficially owned by the Holder) and Holder together with the Attribution Parties, shall include the number of which warrants shall be exercisable (as among all warrants Ordinary Shares held and/or beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on Holder together with the basis Attribution Parties plus the number of Ordinary Shares issuable upon exercise of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the relevant Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to which the determination is being made but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, 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 subsequent determination other securities of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, with respect any convertible notes, convertible shares or warrants) that are subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of percentage ownership) shall be determined by this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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 Ordinary Shares, a Holder of Common Stock, the Holder Warrant may rely on the number of issued and outstanding shares of Common Stock Ordinary Shares as reflected in (i1) 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 (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock Ordinary Shares outstanding (such issued and outstandingoutstanding 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 three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. The Holder shall disclose to the Company the number of Ordinary Shares 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 Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary Shares 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 Common Stock then issued and outstanding, including by virtue of any prior outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of convertible 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 Ordinary Shares 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 Ordinary Shares (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 immediately and without any further action required on the part of any Person be surrendered for nil consideration pursuant to Section 37B of the Companies Act (Revised) of the Cayman Islands (and the Company hereby agrees to accept such surrender), and the Holder and/or the Attribution Parties shall not have the power to vote or exercisable (except, for the avoidance of doubt, to the extent necessary to give effect to the surrender of such Excess Shares pursuant to this Section) 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 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 Ordinary Shares which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities into Common Stockor other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 9(d) of this Warrant. For purposes of clarity, including, without limitation, the Ordinary Shares 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 Rule 16a-1(a) (1) promulgated thereunder. 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. 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. a. Notwithstanding anything to the contrary contained in the Warrant, the Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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-KK (or Form 10-KSB), Form 10-QQ (or Form 10-QSB), 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) ensure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 9.99% 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 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 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 (i) compliance with such limitation; provided, that, if, as of 4:30 p.m., prevailing New York 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 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 obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock issued and outstanding. For any reason at any time, upon which a Holder may receive or beneficially own in order to determine the written amount of securities or oral request other consideration that such Holder may receive in the event of the Holder, the Company shall within three (3) business days confirm orally and a Fundamental Transaction as contemplated in writing to the Holder the number Section 9 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 this 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. a. (i) Notwithstanding anything to the contrary contained in the Warrantherein, the Warrant number of shares of Common Stock that may be acquired by a Holder upon any exercise of Warrants (or otherwise in respect hereof) shall not be exercisable by the Holder hereof limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by the such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such 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 first submission to the Company 's for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and does not exceed 4.999% (the rules and regulations promulgated thereunder. The provisions of this Section 5(a"THRESHOLD PERCENTAGE") shall be implemented in a manner otherwise than in strict conformity with or 9.999% (the terms this Section 5(a"MAXIMUM PERCENTAGE") to correct this 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 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 total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). 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 issuance of the full number of Warrant Shares 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 reflected such shares of Common Stock may be issued in compliance with such limitation, but in no event later than the Expiration Date. By written notice to the Company, the Holder may waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to 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 any such waiver or increase or decrease will apply only to the CompanyHolder and not to any other holder of Warrants. (ii) Notwithstanding anything to the contrary in this Warrant, if the Company has not previously obtained Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock in excess of the (a) the Issuable Maximum or (iiib) a number of shares above which the issuance of one additional share would cause a Change of Control (a "CHANGE OF CONTROL THRESHOLD") upon exercise of this Warrant at an exercise price which is less than the Closing Price on the Trading Day immediately preceding the Original Issue Date (the "THRESHOLD PRICE"). The "Issuable Maximum" means, as of any other notice by the Company setting forth the date, a number of shares of Common Stock issued and outstanding. For any reason at any time, upon the written or oral request equal to 19.99% of the Holderoutstanding shares of Common Stock immediately preceding the First Closing Date, the Company shall within three (3) business days confirm orally and in writing to the Holder the less such number of shares of Common Stock then as have been issued at a price below the Threshold Price (1) upon exercise of the Warrants and warrants issued under the 2003 Securities Purchase Agreement, the 2004 Securities Purchase Agreement, 2004 Loan Agreement or the 2005 Loan Agreement, (2) upon conversion of the 2003 Debentures, the 2004 Debentures, the 2004 Notes, and the 2005 Notes and (3) upon conversion of the Notes, or in payment of interest thereunder. Each Holder shall be entitled to a portion of the Issuable Maximum or Change of Control Threshold, as applicable, equal to the quotient obtained by dividing: (x) the principal amount of Notes issued and outstandingsold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Notes issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold Notes, including then such Holder's remaining portion of the Issuable Maximum or Change of Control Threshold, as applicable, (other than those represented by virtue the remaining portion of this Warrant and the other warrants referenced in clause (1) above) shall be allocated pro-rata among the remaining Holders, giving effect to the Company's desire to allocate among the class of securities known as the Notes this limitation. If on any prior conversion Date of Exercise, or at such time as a Holder 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 convertible this Warrant would exceed the Issuable Maximum or exercisable securities into would exceed the Change of Control Threshold on such date, and (B) the Company shall not have previously obtained the vote of shareholders applicable to approve the issuance of shares of Common StockStock in excess of the Issuable Maximum or Change of Control Threshold, including, without limitationas applicable, pursuant to the Warrantterms hereof (the "SHAREHOLDER APPROVAL"), then, the Company shall, on such Date of Exercise or on any Date of Exercise prior to the receipt by the Company of the Shareholder Approval, shall issue upon exercise hereof a number of shares of Common Stock equal to the Issuable Maximum or Change of Control Threshold, as applicable, and, with respect to the remainder of this Warrant for which an exercise would result in an issuance of shares of Common Stock in excess of the Issuable Maximum or Change of Control Threshold, the Company must seek Shareholder Approval in accordance with subsection (iii) below. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of exercises of this Warrant shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. 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. a. (i) Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Warrant Holder shall not have the right to exercise any portion of this Warrant, and any such exercise shall be exercisable by the Holder hereof null and void and treated as if never made, to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of together with its affiliates Attribution Parties collectively would beneficially own in excess of 9.99the greater of (i) 19.99% and (ii) the percentage permitted under the shareholder approval rules of the NYSE, including Section 312.03 of the NYSE Listed Company Manual, without approval of the Company’s stockholders (the greater of (i) and (ii), the “Maximum Percentage”) of the then issued and outstanding shares of Class A Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent preceding sentences, the above limitation applies, aggregate number of shares of Class A Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Class A Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Class A Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Class A Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by the HolderHolder or any of the other Attribution Parties and (B) and exercise or conversion of which 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 shall be exercisable (as among all warrants issued concurrently herewith) beneficially owned by the Holder) shall, Holder or any other Attribution Party subject to such Maximum Percentage limitationa limitation on conversion or exercise analogous to the limitation contained in this Section 1(d). For purposes of this Section 1(d), beneficial ownership shall be determined on the basis calculated in accordance with Section 13(d) of the first submission 1934 Act and the rules and regulations promulgated by the SEC thereunder. (ii) Additionally, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would result any required filing and clearance under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act (the “HSR Act”) if one has not been made and pre-approval obtained (or any applicable waiting period shall have lapsed). If Holder or the Company determines that the issuance of Warrant Shares is subject to notification under the HSR Act, each of Holder and the Company agrees to (i) file its respective notification under the HSR Act within ten (10) Business Days of Holder or the Company informing the other party of its determination that a notification is required in connection with such exercise; (ii) cooperate with the other party in the other party’s preparing and making such submission and any responses to inquiries of the Federal Trade Commission (“FTC”) and/or Department of Justice (“DOJ”); and (iii) prepare and make any submission required to be filed by the Company or Holder, as applicable, under the HSR Act and respond to inquiries of the FTC and DOJ in connection therewith. The Company shall pay the costs of any required filing fees for conversion, exercise or exchange any such submissions under the HSR Act. (as the case may be). iii) No prior inability to exercise the this Warrant pursuant to this Section 5(a1(d) shall have any effect on the applicability of the provisions of this Section 5(a1(d) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a1(d) to the extent necessary to correct this Section 5(a) (paragraph or any portion hereofof this Section 1(d) which may be defective or inconsistent with the intended Maximum Percentage 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 Maximum Percentage limitation. The limitations limitation contained in this Section 5(a1(d) may not be waived and shall apply to a successor Holder holder of the this Warrant. . (iv) For purposes of Rule 144 promulgated under the WarrantSecurities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued in determining a Cashless Exercise transaction shall be deemed to have been acquired by the number of issued Holder, and outstanding shares of Common Stockthe holding period for the Warrant Shares shall be deemed to have commenced, the Holder may rely on the number of date this Warrant was originally issued and outstanding shares of Common Stock as reflected in (i) unless that the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the U.S. Securities and Exchange Commission (as takes the case may beposition that such treatment is improper at the time of such exercise), (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. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of this Warrant shall not exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the Warrant shall exercise had not be exercisable by the Holder hereof been made, to the extent (but only that immediately prior to the extent) thator following such exercise, if exercisable by the Holder, together with the Holder Attribution Parties, beneficially owns or any of its affiliates would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% (the “Maximum Percentage”) of the then 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. 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 Stock held and/or beneficially owned by the Holder) and Holder together with the Attribution Parties, shall include the number of which warrants shall be exercisable (as among all warrants shares of Common Stock held and/or beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on Holder together with the basis Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the relevant Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, 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 subsequent determination other securities of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, with respect any convertible notes, convertible stock or warrants) that are subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of percentage ownership) shall be determined by this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the a Holder of this Warrant may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) 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 (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) 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 outstandingoutstanding 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 three (3) business days one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued 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 outstandinghas 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, including 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 virtue 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 any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable 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 into 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, including, without limitation, 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 9.99% 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 total number of issued and outstanding shares of Common Stock as reflected (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. To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (i) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or in relation to other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement securities owned by the CompanyHolder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, or and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iii) any in relation to other notice securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject the limitation contained in this Section 11, and the Company setting forth shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict the number of shares of Common Stock issued and 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. 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 This restriction may not be waived. Notwithstanding anything 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 contrary contained in this Warrant, (a) no term of this Section 5(a11 may be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) above this restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 11 will terminate and cease to be in effect three (3) business days before the Expiration Datevoid ab initio.

Limitations on Exercise. a. Notwithstanding anything Subject to the contrary contained in last sentence of this Section 1(e), the Company shall not effect the exercise of this Warrant, and the Warrant Registered Holder shall not be exercisable by have the Holder hereof right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (but only to the extenttogether with such Registered Holder’s Affiliates and any other Persons acting as a group together) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.99% [4.99][9.99]%4 (the “Maximum Percentage”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the Holder) and unexercised or unconverted portion of which warrants shall be exercisable (as among all warrants any other securities of the Company beneficially owned by the 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). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership Person and all determinations and calculations its Affiliates (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply subject to a successor Holder of limitation on conversion or exercise analogous to the Warrantlimitation contained herein. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the Registered Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (Commission, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Company’s transfer agent 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 Registered Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within three one (31) business days Trading Day confirm orally and in writing to the Registered Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Warrants, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Registered Holder may from time to time increase or exercisable securities into decrease the Maximum Percentage to any other percentage as specified in such notice; provided that in no event shall such Maximum Percentage be increased to more than 19.99%; provided, further, 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 Registered Holder and not to any other holder of Warrants. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Registered Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Section 1(e) shall not apply to exercises of this Warrant that occur prior to and expressly in connection with the Company’s consummation of a Fundamental Transaction. Notwithstanding anything to the contrary herein, Warrant Shares may not be issued pursuant to this Warrant and this Warrant shall not be exercisable for Warrant Shares, to the extent that the issuance of the Warrant or the issuance of Warrant Shares upon exercise thereof would be impermissible without stockholder approval pursuant to the rules of the Trading Market. The limitations contained in Section 5(a) above will terminate and cease this paragraph shall apply to a successor holder of this Warrant. 4 Threshold to be in effect three (3) business days before the Expiration Dateelected by P▇▇▇▇▇▇.

Limitations on Exercise. a. 8.1 Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof registered holder upon any exercise of the Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) ensure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder, the Holder or any of registered holder and its affiliates and any other persons whose beneficial ownership of Common Stock would beneficially own in excess be aggregated with the registered holder’s for purposes of 9.99% (the “Maximum Percentage”Section 13(d) of the then Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. To Stock (including for such purpose the extent the above limitation applies, the determination shares 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 Common Stock issuable upon 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 beexercise). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)such purposes, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. For purposes of 1934this Section 8.1, 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 Commission, as amendedthe case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its 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. 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 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 5:30 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 obligation to issue such shares shall terminate. 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 registered holder may receive in the event of a Fundamental Transaction as contemplated in Section 4.3 of this Agreement. By written notice to the Company, the registered holder may waive the provisions of this Section 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 registered holder. It shall not be the responsibility of the Warrant Agent to monitor the limitations on exercises imposed by this Section 8.1. 8.2 Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the registered holder upon any exercise of this Warrant (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 shares of Common Stock then beneficially owned by such registered holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the registered holder’s for purposes of Section 13(d) of the Exchange Act, 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. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) Company’s obligation to correct this 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 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 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 (i) 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 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 obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock issued and outstandingwhich 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 Fundamental Transaction as contemplated in Section 4.3 of this Agreement. For any reason at any time, upon This restriction may not be waived. It shall not be the written or oral request responsibility of the Holder, Warrant Agent to monitor 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 limitations on exercises imposed by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Warrantthis Section 8.2. 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. a. Notwithstanding anything The Company shall not effect the exercise of any Rights, and the Holder shall not have the right to exercise any portion of any Rights pursuant to the contrary contained in the Warrantterms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, the Warrant shall not be exercisable by the Holder hereof to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties (as defined below) collectively would beneficially own in excess of 9.994.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Rights issued hereunder with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities nonexercised portion of the Rights beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined 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 15.8. For purposes of this Section 15.8 beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and amended (the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant“1934 Act”). For purposes of the Warrant, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (SEC, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock issued and outstandingoutstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance 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 notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 15.8, to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Rights, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or exercisable securities into to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common StockStock issuable pursuant to the terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 15.8 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 15.8 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of Rights. For the purpose of this Agreement: (x) “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, without limitationany funds, pursuant feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Warrant. b. The limitations contained Beneficial Ownership Limitation, (y) “Group” means a “group” as that term is used in Section 5(a13(d) above will terminate of the 1934 Act and cease as defined in Rule 13d-5 thereunder and (z) “Affiliate” means, with respect to be in effect three (3) business days before any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the Expiration Datepower directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the Warrant shall not number of shares of Common Stock that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 4.999% 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 total number of issued and outstanding shares of Common Stock as reflected (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in (iaccordance with Section 13(d) of the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Exchange Act and the Securities rules 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 regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock issued and 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. For any reason at any time, upon By written notice to the written or oral request of the HolderCompany, the Company shall within three (3) business days confirm orally and in writing Holder may waive the provisions of this Section but any such waiver will not be effective until the 61st day after such notice is delivered to the Holder 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 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 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 9.999% of the total number of issued and outstandingoutstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, including by virtue beneficial ownership shall be determined in accordance with Section 13(d) of any prior conversion 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 exercise beneficially own in order to determine the amount of convertible securities or exercisable securities into other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This restriction may not be waived. (c) Notwithstanding anything to the contrary contained herein, if (i) the Company elects to pay the Buy-In penalty pursuant to clause (1) of the first sentence of Section 5(c) in shares of registered Common Stock or (ii) the Holder exercises its right to require the Company to repurchase this Warrant pursuant to Section 9(b) and the Company elects to pay the purchase price in shares of registered Common Stock, including, without limitation, in no event shall the aggregate number of shares of Common Stock acquired by the Holder pursuant to the Warrantforegoing provisions exceed [ ]2 in the aggregate. 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. a. Notwithstanding anything The Warrantholder shall not have the right to exercise the contrary contained in the rights represented by this Warrant, and the Warrant Company shall not be exercisable by the Holder hereof effect any exercise of this Warrant, to the extent that after giving effect to such exercise, such Warrantholder (but only to together with such Warrantholder’s Affiliates, any Persons acting as a group (as such term is used for purposes of Section 13(d) of the extentExchange Act) thattogether with the Warrantholder or its Affiliates, if exercisable by and any other Persons whose beneficial ownership of Common Shares is aggregated with the HolderWarrantholder for purposes of Section 13(d) of the Exchange Act (such Persons, the Holder or any of its affiliates collectively, “Attribution Parties”)) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of Common Shares outstanding immediately after giving effect to such exercise. For purposes of the then issued and outstanding shares foregoing sentence, the aggregate number of Common Stock. To Shares beneficially owned by the extent Warrantholder and its Affiliates and Attribution Parties shall include the above limitation applies, number of Common Shares issuable upon exercise of the rights represented by this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by the HolderWarrantholder or any of its Affiliates or Attribution Parties and (ii) and exercise or conversion of which warrants shall be exercisable (as among all warrants the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis Warrantholder or any of the first submission to the Company for conversion, exercise its Affiliates or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Attribution Parties (including, without limitation, with respect any convertible notes or convertible preferred stock or warrants) subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of percentage ownership) this paragraph, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act Act, it being acknowledged that the Company is not representing to the Warrantholder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act. To the extent that the limitation contained in this ‎Section 3(f) applies, as amendedthe determination of whether this Warrant is exercisable and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrantholder and the submission of a Notice of Exercise shall be deemed to be the Warrantholder determination of whether this Warrant is exercisable and of which portion of this Warrant is exercisable, and the rules and regulations promulgated thereunderCompany shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Warrant, in determining the number of outstanding Common Shares, the Warrantholder may rely on the number of outstanding Common Shares as reflected in (i) the Company’s most recent Form 10-K or Form 10-Q or other public filing by the Company with the SEC, 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 Common Shares outstanding. Upon the written or oral request of the Warrantholder, which request indicates that it is being made pursuant to this Warrant, the Company shall within two Business Days confirm orally or in writing to the Warrantholder the number of Common Shares then outstanding. Upon delivery of a written notice to the Company, the Warrantholder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% as specified in such notice; provided that 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. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Warrantholder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions of this Section 5(a) paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a‎‎Section 3(f) to correct this Section 5(a) 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 Section 5(a) paragraph shall apply to a successor Holder 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 this 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. a. Notwithstanding anything The Company shall not effect the exercise of any Rights, and the Holder shall not have the right to exercise any portion of any Rights pursuant to the contrary contained in the Warrantterms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, the Warrant shall not be exercisable by the Holder hereof to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties (as defined below) collectively would beneficially own in excess of 9.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Rights issued hereunder with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities nonexercised portion of the Rights beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined 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 4.8. For purposes of this Section 4.8 beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and amended (the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant“1934 Act”). For purposes of the Warrant, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (SEC, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock issued and outstandingoutstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance 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 notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 4.8, to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Rights, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or exercisable securities into to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common StockStock issuable pursuant to the terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4.8 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 4.8 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of Rights. For the purpose of this Agreement: (x) “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, without limitationany funds, pursuant feeder funds or managed accounts, currently, or from time to time after the Closing Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Warrant. b. The limitations contained Beneficial Ownership Limitation, (y) “Group” means a “group” as that term is used in Section 5(a13(d) above will terminate of the 1934 Act and cease as defined in Rule 13d-5 thereunder and (z) “Affiliate” means, with respect to be in effect three (3) business days before any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the Expiration Datepower directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Limitations on Exercise. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) ensure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by the Holder) Holder and its affiliates and any other Persons whose beneficial ownership of which warrants shall Common Stock would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 4.99% 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 total number of issued and outstanding shares of Common Stock as reflected (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in (iaccordance 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. The Company’s most recent Form 10-Kobligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, Form 10-Qexcept as provided below, Current Report 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 and in no event later than 5:00 p.m., New York City time, 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 Expiration Date. This provision shall not restrict the number of shares of Common Stock issued and 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. For any reason at any timeBy written notice to the Company, upon which will not be effective until the written or oral request of 61st day after such notice is delivered to the HolderCompany, the Company shall within three (3) business days confirm orally and in writing Holder may waive the provisions of this Section but only to change the Holder beneficial ownership limitation to 9.9% of the number of shares of the Common Stock then issued and outstanding, including by virtue outstanding immediately after giving effect to the issuance of any prior conversion or shares of Common Stock upon exercise of convertible or exercisable securities into Common Stockthis Warrant, including, without and the provisions of this Section 11 shall continue to apply. Upon such a change by a Holder of the beneficial ownership limitation from such 4.99% limitation to such 9.9% limitation, pursuant to the Warrantbeneficial ownership limitation may not be further waived by such Holder. 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. a. Notwithstanding anything Subject to the contrary contained in last sentence of this Subsection 1(e), the Company shall not effect the exercise of this Warrant, and the Warrant Registered Holder shall not be exercisable by have the Holder hereof right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (but only to the extenttogether with such Registered Holder’s Affiliates and any other Persons acting as a group together) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.999.999% (the “Maximum Percentage”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the Holder) and unexercised or unconverted portion of which warrants shall be exercisable (as among all warrants any other securities of the Company beneficially owned by the 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). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership Person and all determinations and calculations its Affiliates (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply subject to a successor Holder of limitation on conversion or exercise analogous to the Warrantlimitation contained herein. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the Registered Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) any other notice by the Company or the Company’s transfer agent 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 Registered Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within three one (31) business days Trading Day confirm orally and in writing to the Registered Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Warrants, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Registered Holder may from time to time increase or exercisable securities into decrease the Maximum Percentage to any other percentage as specified in such notice; provided that in no event shall such Maximum Percentage be increased to more than 19.99%; provided, further, 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 Registered Holder and not to any other holder of Warrants. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Registered Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained set forth in Section 5(athis Subsection 1(e) above will terminate shall not apply to exercises of this Warrant that occur prior to and cease to be expressly in effect three (3) business days before connection with the Expiration DateCompany’s consummation of a Fundamental Transaction.

Limitations on Exercise. a. Notwithstanding anything to Neither the contrary contained in Warrant Agent nor the Company shall effect any exercise of any Warrant, the Warrant and a registered holder shall not be exercisable by have the Holder hereof right to exercise any portion of a Warrant to the extent (but only that after giving effect to the extent) thatissuance of Warrant Shares after exercise as set forth on the applicable Election to Purchase, if exercisable by such Holder (together with such Holder’s affiliates (as defined in Rule 405 under the HolderSecurities Act), the and any other person or entity acting as a group together with such Holder or any of its such Holder’s affiliates (each an “Attribution Party”)), would beneficially own in excess of 9.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) as defined below). For purposes of the then issued and outstanding foregoing sentence, the number of shares of Common Stock. To Stock beneficially owned by a Holder and its Affiliates and its Attribution Parties shall include the extent the above limitation applies, the determination number of whether shares of Common Stock issuable upon exercise of 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent which such determination is being made, but shall exclude the number of exercisability. For shares of Common Stock which would be issuable upon (i) exercise of the purposes remaining, nonexercised portion of this Section 5(a), beneficial ownership Warrant beneficially owned by such Holder or any of its Affiliates or Attribution Parties and all determinations and calculations (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, with respect any other Common Stock Equivalents) subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of percentage ownership) its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.11, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (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 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 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 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 Attribution Parties) 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 3.3.11, 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 5(a) 3.3.11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a) 6 to correct this Section 5(a) subsection (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 Section 5(a) paragraph 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. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable 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) the aggregate number of shares of Common Stock beneficially owned by the Holder hereof to the extent (but only to the extent) that, if exercisable by 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, the Holder or any of its affiliates would beneficially own in excess of to exceed 9.99% (the “Maximum Percentage”) of the then total number of issued and outstanding shares of Common Stock. To Stock of the extent Company following such exercise, or (ii) the above limitation applies, combined voting power of the determination securities of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities Company beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall Common Stock would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder exceed 9.99% of the Warrantcombined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the this 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 (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), filed with the Commission prior to the date hereof, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable 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 notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities into 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 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, includingincluding without limitation any debt, without limitationpreferred stock, pursuant 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 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. (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 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. a. Notwithstanding anything to The Company shall not affect the contrary contained in the exercise of any portion of this Warrant, and the Warrant Holder shall not be exercisable by have the Holder hereof right to exercise any portion of this Warrant, to the extent that after giving effect to such exercise, the Holder (but only to the extent) that, if exercisable by together with the Holder’s Affiliates, and any persons acting as a group together with the Holder or any of its affiliates Holder’s Affiliates) would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the then issued and Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock. To Stock beneficially owned by the extent Holder and its Affiliates, and any persons acting as a group together with the above limitation appliesHolder and the Holder’s Affiliates, shall include the number of Warrant Shares with respect to which the determination of whether such sentence is being made, but shall exclude Warrant Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by the Holder and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates, and (ii) and exercise or conversion of which warrants shall be exercisable (as among all warrants the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its Affiliates, and any persons acting as a group together with the Holder and the 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). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations ’s Affiliates (including, without limitation, with respect any convertible notes or convertible preferred stock or warrants) subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of percentage ownership) this paragraph, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). The Company shall not be responsible for calculating beneficial ownership in accordance with the provisions of this Section 11. To the extent that the limitation contained in this Section 11 applies, the Holder’s submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to any other securities owned by the Holder together with any Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Maximum Percentage, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the this 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 the most recent of (i1) 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 (Commission, as the case may be), (ii2) a more recent written public announcement by the Company, or (iii3) any other notice by the Company or its transfer agent 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 Trading Days confirm orally and in writing to the Registered Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible or exercisable securities into of the Company, including this Warrant, by the Holder and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates, since the date as of which such number of outstanding shares of Common Stock, including, without limitation, pursuant Stock was reported. By written notice to the Warrant. b. The limitations contained Company, the Holder may from time to time increase or decrease the Maximum Percentage 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 the provisions of this Section 11 shall continue to apply; provided that (y) any such increase will not be effective until the [sixty-first (61st)] day after such notice is delivered to the Company, and (z) any such increase or decrease will apply only to the Holder. For purposes of clarity, the Common Stock underlying this Warrant in Section 5(a) above will terminate and cease excess of the Maximum Percentage for the Holder shall not be deemed to be beneficially owned by that Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions set forth herein shall be construed and implemented in a manner otherwise than in strict conformity with the other terms of this Section 11 to the extent necessary to correct any such provision 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 three (3) business days before the Expiration Dateto such limitation.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the Warrant shall not number of shares of Common Stock that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 4.999% 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 total number of issued and outstanding shares of Common Stock as reflected (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in (iaccordance with Section 13(d) of the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Exchange Act and the Securities rules 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 regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock issued and 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. For any reason at any time, upon By written notice to the written or oral request of the HolderCompany, the Company shall within three (3) business days confirm orally and in writing Holder may waive the provisions of this Section but any such waiver will not be effective until the 61st day after such notice is delivered to the Holder 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 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 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 9.999% of the total number of issued and outstandingoutstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, including by virtue beneficial ownership shall be determined in accordance with Section 13(d) of any prior conversion 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 exercise beneficially own in order to determine the amount of convertible securities or exercisable securities into Common Stock, including, without limitation, pursuant to other consideration that such Holder may receive in the Warrant. b. The limitations contained event of a Fundamental Transaction as contemplated in Section 5(a) above will terminate and cease to 9 of this Warrant. This restriction may not be in effect three (3) business days before the Expiration Datewaived.

Limitations on Exercise. a. Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of a Warrant, and 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 not be exercisable by the Holder hereof null and void and treated as if never made, to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties collectively would beneficially own in excess of 9.99% [4.99][9.99]% (the “Maximum Percentage”) of the then issued and outstanding number of shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of whether such sentence is being made, but shall exclude the Warrant shall number of shares of Common Stock which would be exercisable issuable upon (vis-a-vis other convertibleA) exercise of the remaining, exercisable or exchangeable securities unexercised portion of the Warrants beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants, including the other Warrants) shall be determined 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. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant1934 Act. For purposes of the WarrantWarrants, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Q and Current Report Reports on Form 8-K or other public filing with the Securities and Exchange Commission (SEC, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued 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 outstanding(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 three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable securities into 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% or such higher percentage 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, including, without limitation, Stock issuable pursuant to the Warrant. b. 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 limitations provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 5(a) above will terminate 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and cease shall apply to be in effect three (3) business days before a successor holder of the Expiration DateWarrants.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable by the Holder hereof entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares if, upon giving effect to such exercise, (i) immediately prior to the extent (but only to the extent) thatexercise, if exercisable by the Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder or any Holder’s for purposes of its affiliates would Section 13(d) of the Exchange Act, beneficially own in excess owns an aggregate number of shares of Common Stock greater than 9.99% (the “Maximum Percentage”) of the then total number of issued and outstanding shares of Common Stock. To Stock of the extent the above limitation appliesCompany without taking into account any Warrant Shares, or (ii) immediately following exercise, the determination combined voting power of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities of the Company beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall Common Stock would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act would be greater than 9.99% of 1934, as amended, and the rules and regulations promulgated thereundercombined voting power of all of the securities of the Company then outstanding following such exercise without taking into account any Warrant Shares. The provisions Any portion of this Section 5(a) an exercise that would result in the issuance of shares in excess of the Maximum Percentage shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warranttreated as null and void ab initio. For purposes of the this 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 (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), filed with the Commission prior to the date hereof, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable decrease the Maximum Percentage to any other percentage specified 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 notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities into 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 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, includingincluding without limitation any debt, without limitationpreferred stock, pursuant 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 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. (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 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. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder, the Holder or any ’s for purposes of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”Section 13(d) of the then Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock. To Stock (including for such purpose the extent the above limitation applies, the determination shares 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 Common Stock issuable upon 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 beexercise). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)such purposes, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, 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 11(a) and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section 11(a). The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section 11(a) 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 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 hereof. By written notice to the Company, the Holder may waive the provisions of this Section 5(a11(a) 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 effect any other Holder. This provision shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall not apply to a successor Holder Holders who, together with Affiliates, as of the Warrant. For purposes Closing Date beneficially own (as determined in accordance with Section 13(d) of the Warrant, Exchange Act and the rules and regulations promulgated thereunder) in determining excess of 5% of the total number of issued and outstanding shares of Common Stock. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder may rely on 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 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 9.999% 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 11(b) and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section 11(b). The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section 11(b) 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 (i) 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 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 obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock 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 hereof. By written notice to the Company, the Holder may waive the provisions of this Section 11(b) 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 effect any other Holder. This provision shall not apply to Holders who, together with Affiliates, as of the Closing Date beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 10% of the total number of 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 outstanding 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. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable by 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) the Holder hereof to the extent (but only to the extent) that, if exercisable 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 or any Holder’s for purposes of its affiliates would beneficially own in excess Section 13(d) of 9.99% the Exchange Act to exceed [4.99][9.99]% (the “Maximum Percentage”) of the then total number of issued and outstanding shares of Common Stock. To Stock of the extent Company following such exercise, or (ii) the above limitation applies, combined voting power of the determination securities of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities Company beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall Common Stock would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder exceed [4.99][9.99]% of the Warrantcombined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the this 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 (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), filed with the Commission prior to the date hereof, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable decrease the Maximum Percentage to any other percentage specified 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 notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities into 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 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, includingincluding without limitation any debt, without limitationpreferred stock, pursuant 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 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. (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 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. a. Notwithstanding anything The Company shall not effect the exercise of any Rights, and the Holder shall not have the right to exercise any portion of any Rights pursuant to the contrary contained in the Warrantterms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, the Warrant shall not be exercisable by the Holder hereof to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties collectively would beneficially own in excess of 9.994.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Rights issued hereunder with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities nonexercised portion of the Rights beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined 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 11.8. For purposes of this Section 11.8, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant1934 Act. For purposes of the Warrant, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (SEC, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock issued and outstandingoutstanding (in each case, the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance 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 notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 11.8, to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Rights, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or exercisable securities into to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights 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 limitations provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11.8 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 5(a) above will terminate 11.8 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and cease shall apply to be in effect three (3) business days before the Expiration Datea successor holder of Rights.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable 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) the aggregate number of Common Shares beneficially owned by the Holder hereof to the extent (but only to the extent) that, if exercisable by 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, the Holder or any of its affiliates would beneficially own in excess of to exceed 9.99% (the “Maximum Percentage”) of the then total number of issued and outstanding shares Common Shares of Common Stock. To the extent Company following such exercise, or (ii) the above limitation applies, combined voting power of the determination securities of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities Company beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall Common Shares would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder exceed 9.99% of the Warrantcombined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common StockShares, the Holder may rely on the number of issued and outstanding shares of Common Stock Shares as reflected in (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), filed with the Commission prior to the date hereof, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued and Shares outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares Common Shares then outstanding. In any case, the number of outstanding Common Stock then issued and outstanding, including by virtue of any prior Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding Common Shares 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 notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of Common Shares or voting securities beneficially owned by the 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 shall include the Common Shares issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares 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 Shares, including without limitation any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable securities into or exchangeable for, or otherwise entitles the holder thereof to receive, Common StockShares), including, without limitation, pursuant is subject to a 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 Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (b) This Section 11 shall not restrict the number of Common Shares 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 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company 's for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 9.99% 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 total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For purposes of this Section 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 (iA) the Company’s most recent Form 10-Kperiodic or annual report, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), (iiB) a more recent public announcement by the Company, Company or (iiiC) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any timesuch purposes, upon the written or oral request beneficial ownership shall be determined in accordance with Section 13(d) of the HolderExchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company shall within three (3) business days confirm orally and in writing is not representing to the Holder that such calculation is in compliance with Section 13(d) of the number of shares of Common Stock then issued Exchange Act and outstandingthe Holder is solely responsible for any schedules required to be filed in accordance therewith. This restriction may not be waived, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant and notwithstanding anything to the Warrant. b. The limitations contrary in any Transaction Document, may not be amended by agreement of the parties if the effect of such amendment would adversely affect any such party. Notwithstanding anything to the contrary contained in this Warrant or in any other Transaction Document, (a) no term of this Section 5(amay be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) above no amendment or modification to any Transaction Document may be made such that it would have the effect of modifying or waiving any term of this Section in violation of this restriction, (c) this restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (d) any attempted waiver, modification or amendment of this Section will terminate and cease to be void ab initio, if in any such case the effect three (3) business days before the Expiration Dateof such amendment, modification or waiver would adversely affect any such party.

Limitations on Exercise. a. Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Warrant Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be exercisable by the Holder hereof null and void and treated as if never made, to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties collectively would beneficially own in excess of 9.994.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To Notwithstanding anything to the extent contrary set forth herein, by written notice to the above limitation appliesCompany, the Holder may, in its sole discretion, increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% 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 preceding sentences, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants, including other warrants issued concurrently herewith) shall be determined 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(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant1934 Act. For purposes of the Warrant, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock issued 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 1(f), to exceed the Maximum Percentage, 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 outstanding(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 three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the 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 exercisable securities into 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. For purposes of clarity, the shares of Common Stock, including, without limitation, 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 for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. 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. a. Notwithstanding anything to the contrary contained in the Warrant, the Warrant The Company shall not be exercisable by effect any exercise of this Warrant and the Holder hereof Warrantholder shall not have the right to exercise any portion of this Warrant or to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or holder, together with any of its affiliates affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.994.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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) outstanding immediately after giving effect to such exercise. Since 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 Warrantholder will not be obligated to report to the Company setting forth the number of shares of Common Stock issued and outstanding. For any reason it may hold at any timethe time of an exercise hereunder, upon unless the written or oral request exercise at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the Holderthen outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Warrantholder or an affiliate thereof, the Warrantholder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular exercise and to the extent that the Warrantholder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Warrant is exercisable shall be the responsibility and obligation of the Warrantholder. If the Warrantholder has delivered an Exercise Notice for a portion of this Warrant that, without regard to any other shares that the Warrantholder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall within three (3) business days confirm orally notify the Warrantholder of this fact and shall honor the exercise for the maximum principal amount permitted to be exercised on such exercise date in writing accordance with Section I and, any principal amount tendered for exercise in excess of the permitted amount hereunder shall remain outstanding under this Warrant. By written notice to the Holder Company, the Warrantholder may (but only as to itself and not to any other holder) from time to time increase the Maximum Percentage to any other percentage not in excess of 9.99% 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. Upon request of the Company, the Warrantholder shall promptly advise the Company as to the number of shares of Common Stock stock then issued and outstanding, including owned by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the WarrantWarrantholder. 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) ensure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder, the Holder or any ’s for purposes of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”Section 13(d) of the Exchange Act, does not exceed 4.999% 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), it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the above limitation contained in this Section 11 applies, the determination of whether the this Warrant shall be is exercisable (vis-a-vis in relation to other convertible, exercisable or exchangeable securities owned by the such Holder) and of which warrants a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (as among all warrants in relation to other securities owned by the such Holder) shalland of which portion of this Warrant is exercisable, in each case subject to such Maximum Percentage aggregate percentage limitation, be determined on the basis of the first submission to and the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on no obligation to verify or confirm the applicability accuracy of the provisions of this Section 5(a) with respect such determination. In addition, a determination as to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions For purposes of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the Warrant11, 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 (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing to the such Holder the number of shares of Common Stock then issued and 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, including by virtue 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 11 (but such waiver will not affect any prior conversion or 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 convertible or exercisable securities into Common Stockthis Warrant, including, without and the provisions of this Section 11 shall continue to apply. Upon such a change by a Holder of the beneficial ownership limitation from such 4.999% limitation to such 9.999% limitation, pursuant to the Warrantbeneficial ownership limitation may not be further waived by such Holder. 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. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the Warrant shall exercise had not be exercisable by the Holder hereof been made, to the extent (but only that immediately prior to the extent) thator following such exercise, if exercisable by the Holder, together with the Holder Attribution Parties, beneficially owns or any of its affiliates would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% [4.99%] [9.99%]1 (the “Maximum Percentage”) of the then 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. 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 Stock held and/or beneficially owned by the Holder) and Holder together with the Attribution Parties, shall include the number of which warrants shall be exercisable (as among all warrants shares of Common Stock held and/or beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, Holder together with the Attribution Parties but shall exclude the number of shares of Common Stock which would be determined on the basis issuable upon exercise or conversion of the first submission to unexercised or unconverted portion of any securities of the Company for conversion, exercise held and/or beneficially owned by such Holder or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Attribution Party (including, without limitation, with respect this Warrant and any convertible notes, convertible stock or other warrants) that are subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of percentage ownership) shall be determined by this Section 9(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the a Holder of this Warrant may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) 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 (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) 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 outstandingoutstanding 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 three (3) one business days day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued 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 outstandinghas 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, including 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 9(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 virtue 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 any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 Warrant Shares 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 Warrant 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 exercisable 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 1 Will be the percentage indicated by each Holder prior to closing. 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 9 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 into Common Stockor other consideration that such Holder or the Attribution Parties may receive in the event of a Fundamental Transaction as contemplated in Section 8(c) of this Warrant. For purposes of clarity, including, without limitation, the Warrant Shares issuable pursuant to the terms of this Warrant that would cause the Holder to beneficially own shares of Common Stock 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 9 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 9 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Securities that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 9.99% 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 total number of issued and outstanding shares of Common Stock as reflected (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. To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (i) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or in relation to other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement securities owned by the CompanyHolder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, or and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iii) any in relation to other notice securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject the limitation contained in this Section 11, and the Company setting forth shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict the number of shares of Common Stock issued and 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. 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 This restriction may not be waived. Notwithstanding anything 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 contrary contained in this Warrant, (a) no term of this Section 5(amay be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) above this restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section will terminate and cease to be in effect three (3) business days before the Expiration Datevoid ab initio.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable by entitled to exercise this Warrant for a number of the Holder hereof Warrant Shares in excess of that number of the Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the extent (but only to aggregate number of shares of the extent) that, if exercisable Common Stock beneficially owned by the Holder, its Affiliates and any other Persons whose beneficial ownership of the Holder or any Common Stock would be aggregated with the Holder’s for purposes of its affiliates would beneficially own in excess Section 13(d) of 9.99the Exchange Act to exceed 4.99% (the “Maximum Percentage”) of the then total number of issued and outstanding shares of the Common Stock. To Stock of the extent Company following such exercise, or (ii) the above limitation applies, combined voting power of the determination securities of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities Company beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall the Common Stock would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder exceed 4.99% of the Warrantcombined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the this Warrant, in determining the number of issued and outstanding shares of the Common Stock, the Holder may rely on the number of issued and outstanding shares of the Common Stock as reflected in (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), filed with the Commission prior to the date hereof, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of the Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of the Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or exercisable decrease the Maximum Percentage to any other percentage specified 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 notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of the Common Stock or voting securities into beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of the Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of the 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 the 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 shares of the Common Stock, includingincluding without limitation any debt, without limitationpreferred stock, pursuant 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 the Common Stock), is subject to a 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 the Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (b) This Section 11 shall not restrict the number of shares of the 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 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. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the Warrant shall not number of shares of Common Stock that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such 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, the Holder or any of its affiliates would beneficially own in excess of 9.99does not exceed 4.999% (the “Maximum Percentage”"5% MAXIMUM PERCENTAGE") of the then total number of issued and outstanding shares of Common Stock. To Stock (including for such purpose the extent the above limitation applies, the determination shares 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 Common Stock issuable upon 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 beexercise). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)such purposes, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The Company shall, instead of issuing shares of Common Stock in excess of the limitation referred to in this Section 11(a), suspend its obligation to issue shares in excess of the foregoing limitation until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. Additionally, by written notice to the Company, the Holder may waive the provisions of this Section 5(a11(a) or increase or decrease the 5% Maximum Percentage to any other percentage specified in such notice; provided, that (i) any such waiver or increase or decrease will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein and regardless of whether the restrictions contained in Section 11(a) are waived as provided therein, 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 implemented in a manner otherwise than in strict conformity with limited to the terms this Section 5(a) extent necessary to correct this Section 5(a) insure that, following such exercise (or any portion hereof) which may be defective or inconsistent with other issuance), 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the Warrant, in determining the total number of issued and outstanding shares of Common StockStock then beneficially owned by such 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, does not exceed 9.999% (the Holder may rely on "10% MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock as reflected (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in (iaccordance with Section 13(d) of the Company’s most recent Form 10-KExchange Act and the rules and regulations promulgated thereunder. The Company shall, Form 10-Q, Current Report on Form 8-K or other public filing with instead of issuing shares of Common Stock in excess of the Securities and Exchange Commission (as the case may belimitation referred to in this Section 11(b), suspend its obligation to issue shares in excess of the foregoing limitation until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. The provisions of this Section 11(b) may not be waived. (iic) a more recent public announcement by the Company, or (iii) any other notice by the Company setting forth This Section 11 shall not restrict the number of shares of Common Stock issued and outstanding. For any reason at any time, upon which a Holder may receive or beneficially own in order to determine the written amount of securities or oral request other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(b) this Warrant or the Holder, the Company shall within three (3) business days confirm orally and in writing amount of Distributed Property to which 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, may become entitled pursuant to the Section 9(d) of this Warrant. b. The limitations contained . In addition, this provision shall not in Section 5(a) above will terminate and cease any way limit any other adjustment to be in effect three (3) business days before the Expiration Datemade pursuant to Section 9 hereof.

Limitations on Exercise. a. Notwithstanding anything The Company shall not effect the exercise of any Rights, and a Holder shall not have the right to exercise any portion of any Rights pursuant to the contrary contained in the Warrantterms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, the Warrant shall not be exercisable by the Holder hereof to the extent (but only that after giving effect to such exercise, such Holder together with the extent) that, if exercisable by the Holder, the Holder or any of its affiliates other Attribution Parties collectively would beneficially own in excess of 9.994.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties (as defined in the Warrant) shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Rights issued hereunder with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities nonexercised portion of the Rights beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect any convertible notes or convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to calculations a limitation on conversion or exercise analogous to the limitation contained in this Section 4(aa)(ix). For purposes of percentage ownership) this Section 4(aa)(ix), beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange 1934 Act of 1934, (as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented defined in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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 StockStock such Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the such Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (SEC, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock issued and outstandingoutstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance from such 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 notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(aa)(ix), to exceed the Beneficial Ownership Limitation, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of the such Holder, the Company shall within three one (31) business days Business Day confirm orally and in writing or by electronic mail to the such Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Rights, by such Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to such Holder upon exercise of the Rights results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or exercisable securities into to transfer the Excess Shares. Upon delivery of a written notice to the Company, such Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (I) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (II) any such increase or decrease will apply only to such Holder and the other Attribution Parties and not to any other holder of Rights that is not an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by such 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 any Rights 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 limitations provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(aa)(ix) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 5(a4(aa)(ix) above will terminate or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and cease shall apply to be in effect three (3) business days before the Expiration Datea successor holder of Rights.

Limitations on Exercise. a. 9.1 Notwithstanding anything herein to the contrary contained contrary, in the Warrant, the Warrant no event shall not be exercisable by the Holder hereof be entitled to exercise any portion of this Warrant which would cause the extent (but only to the extent) that, if exercisable by the Holder, the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of the Company’s Common Stock plus the number of shares of Common Stock reserved for issuance upon exercise of all outstanding options and warrants and upon conversion of all outstanding shares of convertible preferred stock to be in excess of the number of the Company’s authorized shares of Common Stock. To . 9.2 Notwithstanding anything herein to the extent contrary, in no event shall the above Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant or the unexercised or unconverted portion of any other security of the Holder subject to a limitation applies, on conversion analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of whether the Warrant shall be exercisable (vis-a-vis other convertiblethis proviso is being made, exercisable or exchangeable securities owned would result in beneficial ownership by the Holder) Holder and its Affiliates 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 any amount greater than 9.99% of the first submission to then outstanding shares of Common Stock (whether or not, at the Company for conversiontime of such exercise, exercise or exchange (as the case may beHolder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock). No prior inability to exercise As used herein, the Warrant pursuant to this Section 5(a) shall have term “Affiliate” means any effect on person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the applicability Securities Act. For purposes of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a)second preceding sentence, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated Regulations 13D-G thereunder. The provisions , except as otherwise provided in clause (1) of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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 outstandingsentence. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) business days day confirm orally and in writing to the Holder the number of shares of Common Stock then issued and outstanding, including by virtue outstanding as of any given date. The limitations set forth herein (x) may be waived by the Holder upon provision of no less than sixty-one (61) days prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant notice to the WarrantCompany and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Note referred to in the Purchase Agreement). 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. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the Warrant shall not number of shares of Common Stock that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company 's for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 9.999% 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 total number of issued and outstanding shares of Common Stock as reflected (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in (iaccordance with Section 13(d) of the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K 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 issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under 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 public filing with consideration that such Holder may receive in the Securities and Exchange Commission event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. (b) [If the Company has not obtained the Shareholder Approval (as the case may bedefined below), then the Company may not issue in excess of 5,404,903 shares of Common Stock (iiwhich equals 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Closing Date) a more recent public announcement by less: (A) shares of Common Stock issued on the Company, or Closing Date pursuant to the Purchase Agreement and (iiiB) any other notice shares of Common Stock issued upon exercise of the Warrants issued to the original Holder on or prior to the original issue date of this Warrant and conversion of the Debentures issued on or prior to the original issue date of this Warrant (such number of shares, as adjusted from time to time, the "ISSUABLE MAXIMUM"). The Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by the Company setting forth dividing (x) 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 sold to the Holder on the Closing Date by (y) the number of shares of Common Stock then issued and outstanding, including sold by virtue the Company on the Closing Date. If the Holder shall no longer hold the Warrant due to exercise or cancellation 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, then the Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Date of Exercise: (A) above will terminate and cease to be in effect three (3) business days before the Expiration Date.aggregate number of

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the Company shall not effect the exercise of any portion of this Warrant (other to acquire Pre-Funded Warrants with the same (or lower) Maximum Percentage limitation on exercise), and the Holder of this Warrant shall not exercise any portion of the Warrant (other than to acquire Pre-Funded Warrants with the same (or lower) Maximum Percentage limitation on exercise), and any such exercise shall be exercisable by null and void ab initio and treated as if the Holder hereof exercise had not been made, to the extent (but only that immediately prior to the extent) thator following such exercise, if exercisable by the Holder, together with the Holder Attribution Parties, beneficially owns or any of its affiliates would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% [4.99][9.99]% (the “Maximum Percentage”) of the then 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. 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 Stock held and/or beneficially owned by the Holder) and Holder together with the Attribution Parties, shall include the number of which warrants shall be exercisable (as among all warrants shares of Common Stock held and/or beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on Holder together with the basis Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the relevant Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, 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 subsequent determination other securities of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, with respect any convertible notes, convertible stock or warrants) that are subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of percentage ownership) shall be determined by this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the a Holder of this Warrant may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) 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 (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) 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 outstandingoutstanding 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 three (3) business days one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued 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 outstandinghas 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, including 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 virtue 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 any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable 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 into 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, including, without limitation, 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 11 may not be waived and shall apply to a successor holder of this 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) ensure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 9.99% 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 total number of issued and outstanding shares of Common Stock as reflected (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. To the extent that the limitation contained in this Section 12 applies, the determination of whether this Warrant is exercisable (i) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or in relation to other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement securities owned by the CompanyHolder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, or and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (iii) any in relation to other notice securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject the limitation contained in this Section 12, and the Company setting forth shall have no obligation to verify or confirm the accuracy of such determination. This provision shall not restrict the number of shares of Common Stock issued and 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 10 of this Warrant. 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 This restriction may not be waived. Notwithstanding anything 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 contrary contained in this Warrant, (a) no term of this Section 5(amay be waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) above this restriction runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section will terminate and cease to be in effect three (3) business days before the Expiration Datevoid ab initio.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would result in (i) the aggregate number of Ordinary Shares beneficially owned by the Holder hereof to the extent (but only to the extent) that, if exercisable by and its Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, the Holder or any of its affiliates would beneficially own in excess of 9.99to exceed 19.99% (the “Maximum Percentage”) of the then total number of issued and outstanding shares Ordinary Shares of Common Stock. To the extent Company following such exercise, or (ii) the above limitation applies, combined voting power of the determination securities of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities Company beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall Ordinary Shares would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and to exceed the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrantcombined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common StockOrdinary Shares, the Holder may rely on the number of issued and outstanding shares of Common Stock Ordinary Shares as reflected in (ix) the Company’s most recent Form 1020-K, Form 10-Q, Current Report on Form 8-K or other public filing F filed with the Securities and Exchange Commission (as prior to the case may be)date hereof, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or its transfer agent setting forth the number of Ordinary Shares 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 Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s 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 of Common Stock issued by which such purchase is reduced, the “Reduction Shares”) and outstanding(ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares Ordinary Shares then outstanding. In any case, the number of Common Stock then issued and outstanding, including by virtue of any prior outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding Ordinary Shares 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 not in excess of 19.99%; 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 Ordinary Shares or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the Ordinary Shares issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares 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 Ordinary Shares, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable securities into Common Stockor exchangeable for, includingor otherwise entitles the holder thereof to receive, without limitationOrdinary Shares), pursuant is subject to a 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 Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (b) This Section 11 shall not restrict the number of Ordinary Shares 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 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. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, the Holder or at any time that any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable Company’s equity 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this are registered under Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) 12 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”) 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 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, does not exceed 4.999% (the “5% Maximum Percentage”) 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. The Company shall, instead of issuing shares of Common Stock in excess of the limitation referred to in this Section 11(a), suspend its obligation to issue shares in excess of the foregoing limitation until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. Additionally, by written notice to the Company, the Holder may waive the provisions of this Section 5(a11(a) shall be implemented in a manner otherwise than in strict conformity with or increase or decrease the terms this Section 5(a) to correct this Section 5(a) (or any portion hereof) which may be defective or inconsistent with the intended 5% Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to any other percentage specified in such Maximum Percentage limitation. The limitations contained in this Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the Warrantnotice; provided, 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 that (i) any such waiver or increase or decrease will not be effective until the 61st day after such notice is delivered to 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, any such waiver 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 increase or oral request of the Holder, the Company shall within three (3) business days confirm orally and in writing decrease will apply only to the Holder and not to any other holder of Warrants. As used herein, the number of shares of Common Stock then issued term “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and outstandingconstrued under Rule 144; and “Person” means an individual or corporation, including by virtue partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Warrantkind. 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, the Holder or any number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether Stock that may be acquired by the Warrant Holder at any time upon exercise pursuant to the terms hereof shall be exercisable not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned at such time by such Warrant Holder (vis-a-vis other convertible, exercisable than by virtue of the ownership of securities or exchangeable rights to acquire securities owned by (including the HolderWarrants) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined that have limitations on the basis of the first submission holder's right to the Company for conversionconvert, exercise or exchange purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Warrant Holder's "affiliates" (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability defined Rule 144 of the provisions of this Section 5(aAct) with respect to any subsequent determination of exercisability. For the ("AGGREGATION PARTIES") that would be aggregated for purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder exists, would exceed 9.99% of the Warrant. For purposes of the Warrant, in determining the number of total issued and outstanding shares of Common Stock, the Holder may rely on the number of issued and outstanding shares of Company's Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each Warrant Holder shall have the right (w) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (x) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately upon notice to the Company in the event of the announcement as reflected pending or planned, of Sale of the Company. For this purpose, any material modification of the terms of a Sale of the Company will be deemed to result in a new Sale of the Company. The Company shall provide all Warrant Holders with the later of (i) 20 days' prior written notice of any such Sale of the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K to the extent the Company has prior knowledge of a Sale of the Company; or other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement by notice on the day immediately following the Company's receipt of notice of, or entering into a definitive agreement with respect to, any such transaction, but only after, in the case of (iiii) any other notice by and (ii), such Sale of 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 Warranthas been publicly disclosed. 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. a. Notwithstanding anything Subject to the contrary contained in last sentence of this Section 1(e), the Company shall not effect the exercise of this Warrant, and the Warrant Registered Holder shall not be exercisable by have the Holder hereof right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (but only to the extenttogether with such Registered Holder’s Affiliates and any other Persons acting as a group together) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.99% [9.999]%6 (the “Maximum Percentage”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the Holder) and unexercised or unconverted portion of which warrants shall be exercisable (as among all warrants any other securities of the Company beneficially owned by the 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). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership Person and all determinations and calculations its Affiliates (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply subject to a successor Holder of limitation on conversion or exercise analogous to the Warrantlimitation contained herein. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the Registered Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) any other notice by the Company or the Company’s transfer agent 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 Registered Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within three one (31) business days Trading Day confirm orally and in writing to the Registered Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the 6 Insert Maximum Percentage as indicated on the Buyer’s signature page attached to the Securities Purchase Agreement. conversion or exercise of convertible securities of the Company, including the Warrants, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Registered Holder may from time to time increase or exercisable securities into decrease the Maximum Percentage to any other percentage as specified in such notice; provided that in no event shall such Maximum Percentage be increased to more than 19.99%; provided, further, 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 Registered Holder and not to any other holder of Warrants. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Registered Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained set forth in this Section 5(a1(e) above will terminate shall not apply to exercises of this Warrant that occur prior to and cease to be expressly in effect three (3) business days before connection with the Expiration Date.Company’s consummation of a Fundamental Transaction.]7

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the Warrant shall exercise had not be exercisable by the Holder hereof been made, to the extent (but only that immediately prior to the extent) thator following such exercise, if exercisable by the Holder, together with the Holder Attribution Parties, beneficially owns or any of its affiliates would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% [4.99][9.99]% 1 (the “Maximum Percentage”) of the then 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. 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 Stock held and/or beneficially owned by the Holder) and Holder together with the Attribution Parties, shall include the number of which warrants shall be exercisable (as among all warrants shares of Common Stock held and/or beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on Holder together with the basis Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the relevant Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, 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 subsequent determination other securities of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, with respect any convertible notes, convertible stock or warrants) that are subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of percentage ownership) shall be determined by this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the a Holder of this Warrant may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) 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 (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) 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 outstandingoutstanding 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 three (3) one business days day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued 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 outstandinghas 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, including 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 virtue which such purchase is reduced, the “Reduction Shares”) or that no reduction is necessary in order to receive shares in compliance with the Maximum Percentage, 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 (if any) and to issue the shares to the Holder (reduced by the Reduction Shares, if applicable). In any case, the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable 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 the Holder shall return such Excess Shares (if in its possession) to the Company. 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, that (1) in no case shall the percentage specified be in excess of 19.99% and (2) 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. 1 Note to draft: Each Investor to confirm applicable Maximum Percentage. (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 into 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, including, without limitation, 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) ensure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then 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, the Holder or any of its affiliates would beneficially own in excess of 9.99does not exceed 4.99% (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). To By written notice to the extent Company, any Holder may increase or decrease 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, to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase or decrease will not be determined on effective until the basis of the first submission 61st day after such notice is delivered to the Company for conversionCompany, exercise and (ii) any such increase or exchange (as decrease will apply only to the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect Holder sending such notice and not to any subsequent determination other holder of exercisabilityWarrants. For the purposes of this Section 5(a)such purposes, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of 1934the 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 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a 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 this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended, to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The provisions For purposes of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the Warrant11, 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 (ix) the Company’s most recent Form 10-K, Q or Form 10-QK, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Trading Days confirm orally and in writing to the such Holder the number of shares of Common Stock then issued and outstanding, including by virtue . This provision shall not restrict the number of any prior conversion shares of Common Stock which a Holder may receive or exercise beneficially own in order to determine the amount of convertible securities or exercisable securities into Common Stock, including, without limitation, pursuant to other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this 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. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect any exercise of this Warrant, and the Warrant Holder shall not be exercisable by 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) the Holder hereof to the extent (but only to the extent) that, if exercisable 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 or any Holder’s for purposes of its affiliates would beneficially own in excess Section 13(d) of 9.99the Exchange Act, on a fully diluted, as- converted basis, to exceed 19.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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 total number of issued and outstanding shares of Common Stock as reflected in (i) the Company’s most recent Form 10-Kfollowing such exercise, 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 the combined voting power of the securities of the Company beneficially owned by the Company, or (iii) Holder and its Affiliates and any other notice by the Company setting forth the number of shares Persons whose beneficial ownership of Common Stock issued and outstandingwould 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. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within three (3) business days Business Days confirm orally and in writing or by email to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable decrease the Maximum Percentage to any other percentage 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 shares of Common Stock or voting securities into 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 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, including without limitation, pursuant 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 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. (b) Notwithstanding anything in this Warrant to the contrary, 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 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. a. Notwithstanding anything to the contrary contained in the The Warrant Agent shall not effect any exercise of this Warrant, the Warrant and a registered holder shall not be exercisable by have the Holder hereof right to exercise any portion of this Warrant to the extent (but only that after giving effect to such issuance after exercise as set forth on the extent) that, if exercisable by the Holderapplicable exercise notice, the Holder registered holder (together with the registered holder’s Affiliates, and any other person or entity acting as a group together with the registered holder or any of its affiliates the registered holder’s Affiliates), would beneficially own in excess of 9.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) as defined below). For purposes of the then issued and outstanding foregoing sentence, the number of shares of Common Stock. 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 Stock beneficially owned by the Holderregistered holder and its Affiliates shall include the number of shares of Common Stock issuable upon 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 (A) and exercise of which warrants shall be exercisable (as among all warrants the remaining, non-exercised portion of this Warrant beneficially owned by the Holderregistered holder or any of its Affiliates and (B) shall, subject to such Maximum Percentage limitation, be determined on the basis exercise or conversion of the first submission to unexercised or non-converted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect any other equity equivalent securities) subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of percentage ownership) its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, 1934 and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”), it being acknowledged by the registered holder that the Company is not representing to the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the registered holder is solely responsible for any schedules required to be filed in accordance therewith. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with To the terms this Section 5(a) to correct this Section 5(a) (or any portion hereof) which may be defective or inconsistent with extent that 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 Section 5(a3.3.10 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the registered holder together with any Affiliates) and of which portion of this Warrant is exercisable shall apply to a successor Holder be in the sole discretion of the Warrantregistered holder, and the submission of an exercise notice shall be deemed to be the registered holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the registered holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject the Beneficial Ownership Limitation, and the Company and the Warrant Agent shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of the Warrantthis Section 3.3.10, in determining the number of issued and outstanding shares of Common Stock, the Holder a registered holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (iA) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K periodic or other public filing with the Securities and Exchange Commission (annual report as the case may be), (iiB) a more recent public announcement by the Company, Company or (iiiC) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon Upon the written or oral request of the Holdera registered holder, the Company shall within three (3) business days Business Days confirm orally and in writing to the Holder registered holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including this Warrant, by the registered holder or exercisable securities into its Affiliates since the date as of which such number of outstanding shares of Common Stock, including, without limitation, pursuant to the WarrantStock was reported. 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. a. Notwithstanding anything The Company shall not effect the exercise of any Rights, and S▇▇▇▇▇▇▇▇ shall not have the right to exercise any portion of any Rights pursuant to the contrary contained in the Warrantterms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, the Warrant shall not be exercisable by the Holder hereof to the extent that after giving effect to such exercise, S▇▇▇▇▇▇▇▇ together with S▇▇▇▇▇▇▇▇’▇ Affiliates (but only to the extentas defined below), and any other Persons (as defined below) that, if exercisable by the Holder, the Holder acting as a group together with S▇▇▇▇▇▇▇▇ or any of its affiliates S▇▇▇▇▇▇▇▇’▇ Affiliates (such Persons, “Attribution Parties”) collectively would beneficially own in excess of 9.994.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by Smithline and the other Attribution Parties shall include the number of shares of Common Stock beneficially owned by S▇▇▇▇▇▇▇▇ and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Rights issued hereunder with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities nonexercised portion of the Rights beneficially 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 Smithline or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect any convertible notes or convertible preferred stock or warrants) beneficially owned by Smithline or any other Attribution Party subject to calculations a limitation on conversion or exercise analogous to the limitation contained in this Section 3.8. For purposes of percentage ownership) this Section 3.8, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and amended (the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant“1934 Act”). For purposes of the Warrant, in determining the number of issued and outstanding shares of Common StockStock S▇▇▇▇▇▇▇▇ may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the Holder Smithline may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance from S▇▇▇▇▇▇▇▇ at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify S▇▇▇▇▇▇▇▇ in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause S▇▇▇▇▇▇▇▇’▇ beneficial ownership, as determined pursuant to this Section 3.8, to exceed the Beneficial Ownership Limitation, S▇▇▇▇▇▇▇▇ must notify the Company of a reduced number of shares of Common Stock to be issued and outstandingpursuant to such Notice of Issuance. For any reason at any time, upon the written or oral (which may be an e-mail) request of the HolderSmithline, the Company shall within three one (31) business days Trading Day confirm orally and in writing (which may be an e-mail) to the Holder S▇▇▇▇▇▇▇▇ the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Rights, by S▇▇▇▇▇▇▇▇ and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to S▇▇▇▇▇▇▇▇ upon exercise of the Rights results in S▇▇▇▇▇▇▇▇ and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which S▇▇▇▇▇▇▇▇’▇ and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and S▇▇▇▇▇▇▇▇ shall not have the power to vote or exercisable securities into to transfer the Excess Shares. Upon delivery of a written notice to the Company, S▇▇▇▇▇▇▇▇ may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by Smithline 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 any Rights 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 limitations provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.8 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 5(a3.8 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of Rights. For purposes of this Agreement, (x) above will terminate “Person” means an individual, a limited liability company, a partnership (general or limited), a joint venture, a corporation, a trust, an unincorporated organization, or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof and cease to be (y) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in effect three (3) business days before and construed under Rule 405 under the Expiration DateSecurities Act.

Limitations on Exercise. a. Notwithstanding anything in this Agreement or any of the other agreements and instruments executed in accordance with this Agreement to the contrary contained in contrary, subject to receipt of the Warrantapproval of the Company's stockholders, the Warrant Company shall not issue, and no Holder shall be exercisable by permitted to acquire or purchase (whether upon exercise of the Holder hereof Additional Warrants or otherwise) any shares of Common Stock if and to the extent (but only to that the extent) that, if exercisable by the Holder, the Holder or any purchase and issuance of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding such shares of Common Stock. To Stock would cause the extent Company to exceed the above limitation applies, aggregate number of shares of Common Stock which the determination of whether Company may issue or be deemed to have issued without breaching the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by Company's obligations under the Holder) applicable rules 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 regulations of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Nasdaq Stock Market (including, without limitation, with respect to calculations of percentage ownershipNasdaq Listing Rule 5635) shall be determined by or such other Trading Market on which the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 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 Company's shares of Common Stock as reflected in are then listed or quoted for trading (i) the "Exchange Cap"). Accordingly, if stockholder approval would be required under the applicable listing rules of the Nasdaq Stock Market or such other Trading Market on which 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 's shares of Common Stock issued and outstanding. For any reason at any timeare then listed or quoted for trading (the "Principal Market"), upon then in the written or oral request absence of the Holdersuch stockholder approval, the Company in no event shall within three (3) business days confirm orally and in writing a Holder be permitted to the Holder the number of acquire shares of Common Stock then issued and outstanding, including by virtue of any prior conversion or upon exercise of convertible or exercisable securities into Common Stockthe Additional Warrants in an amount greater than the product of the Exchange Cap multiplied by a fraction, including, without limitation, the numerator of which is the principal amount of the New Note issued to Holder pursuant to this Agreement on the Warrantrelevant Closing Date and the denominator of which is the aggregate principal amount of all new promissory notes issued pursuant to this Agreement and in transactions with one or more other holders of promissory notes exchanging such notes for new notes and additional warrants (the "Exchange Cap Allocation"). In the event that Holder shall sell or otherwise transfer the New Note or Additional Warrants issued hereunder, the transferee thereof shall be allocated a pro rata portion of 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. 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. a. [BLOCKER PROVISIONS TO BE INCLUDED ONLY IF REQUEST OF THE HOLDER.] (a) Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) ensure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by the Holder) Holder and its Affiliates and any other Persons whose beneficial ownership of which warrants shall Common Stock would be exercisable (as among all warrants owned by aggregated with the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company ’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 4.999% 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 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 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. 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 (i) 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 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 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 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 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 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 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, does not exceed 9.999% of the total number of issued and outstandingoutstanding 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 reason at any contrary provisions hereof) until such time, upon if any, as such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of 5:30 p.m., New York City time, on the written or oral request of the HolderExpiration 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 within three (3) business days confirm orally and in writing to the Holder terminate. This provision shall not restrict the number of shares of Common Stock then issued and outstanding, including by virtue which a Holder may receive or beneficially own in order to determine the amount of any prior conversion securities or exercise other consideration that such Holder may receive in the event of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Warrant. b. The limitations contained a Fundamental Transaction as contemplated in Section 5(a) above will terminate and cease to 9 of this Warrant. This restriction may not be in effect three (3) business days before the Expiration Datewaived.]

Limitations on Exercise. a. Notwithstanding anything The Company shall not effect the exercise of any Rights, and the Holder shall not have the right to exercise any portion of any Rights pursuant to the contrary contained in the Warrantterms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, the Warrant shall not be exercisable by the Holder hereof to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties (as defined below) collectively would beneficially own in excess of 9.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Rights issued hereunder with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities nonexercised portion of the Rights beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible debentures or convertible preferred stock or warrants) shall be determined 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 7(G). For purposes of this Section 7(G) beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and amended (the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant“1934 Act”). For purposes of the Warrant, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (SEC, as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock issued and outstandingoutstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance 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 notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 7(G), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Rights, by the Holder and any other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or exercisable securities into to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common StockStock issuable pursuant to the terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 7.8 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 7(G) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of Rights. For the purpose of this Agreement: (x) “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, without limitationany funds, pursuant feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Warrant. b. The limitations contained Beneficial Ownership Limitation, (y) “Group” means a “group” as that term is used in Section 5(a13(d) above will terminate of the 1934 Act and cease as defined in Rule 13d-5 thereunder and (z) “Affiliate” means, with respect to be in effect three (3) business days before any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the Expiration Datepower directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable by the Holderfollowing such exercise (or other issuance), the Holder or any total number of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the then issued and outstanding shares of Common Stock. 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 Stock then beneficially owned by such Warrantholder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with 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 first submission to the Company Warrantholder’s for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder does not exceed 4.999% 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 total number of issued and outstanding shares of Common Stock as reflected (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in (iaccordance with Section 13(d) of the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Exchange Act and the Securities rules 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 regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Warrantholder 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 8 of this Warrant. By written notice to the Company, the Warrantholder may waive the provisions of this Section 18(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 Warrantholder. (b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Warrantholder 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 Warrantholder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Warrantholder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.8% of the total number of issued and outstandingoutstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For any reason at any timesuch purposes, upon the written or oral request beneficial ownership shall be determined in accordance with Section 13(d) of the Holder, Exchange Act and the Company rules and regulations promulgated thereunder. This provision shall within three (3) business days confirm orally and in writing to the Holder not restrict the number of shares of Common Stock then issued and outstanding, including 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 transaction contemplated by virtue Section 8 of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the this Warrant. This restriction may not be waived. 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. a. (a) Notwithstanding anything to the contrary contained in the Warrantherein, the Company shall not effect the exercise of any portion of this Warrant (other than for Pre-Funded Warrants), and the Holder of this Warrant shall not exercise any portion of the Warrant (other than for Pre-Funded Warrants), and any such exercise (other than for Pre-Funded Warrants) shall be exercisable by null and void ab initio and treated as if the Holder hereof exercise had not been made, to the extent (but only that immediately prior to the extent) thator following such exercise, if exercisable by the Holder, together with the Holder Attribution Parties, beneficially owns or any of its affiliates would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% [4.99][9.99]% (the “Maximum Percentage”) of the then 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. 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 Stock held and/or beneficially owned by the Holder) and Holder together with the Attribution Parties, shall include the number of which warrants shall be exercisable (as among all warrants shares of Common Stock held and/or beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on Holder together with the basis Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the relevant Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, 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 subsequent determination other securities of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, with respect any convertible notes, convertible stock or warrants) that are subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of percentage ownership) shall be determined by this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the a Holder of this Warrant may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) 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 (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) 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 outstandingoutstanding 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 three (3) business days one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued 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 outstandinghas 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, including 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 virtue 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 any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable 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 into 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, including, without limitation, 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. 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. a. Notwithstanding anything to the contrary contained in the Warrantherein, the number of Warrant shall not Shares that may be exercisable acquired by the Holder hereof upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent (but only necessary to the extent) insure that, if exercisable following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder, the Holder or any 's for purposes of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”Section 13(d) of the then issued and Exchange Act, does not exceed 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common StockStock issuable upon exercise of this Warrant (the "Beneficial Ownership Limitation"). To The Holder, upon not less than 61 days' prior notice to the extent Company, may increase or decrease the above limitation appliesBeneficial Ownership Limitation provisions of this Section 11, provided that the determination Beneficial Ownership Limitation in no event exceeds 9.99% of whether 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 shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned held by the Holder) 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect 11 shall continue to any subsequent determination of exercisabilityapply. For Any such increase or decrease will not be effective until the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect 6lst day after such notice is delivered to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderCompany. The provisions of this Section 5(a) paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a) 11 to correct this Section 5(a) paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation 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 Section 5(a) paragraph shall apply to a successor Holder holder of the this Warrant. For purposes such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Warrant, in determining Exchange Act and the number of issued rules 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 regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock issued 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(b) of this Warrant. This restriction may not be waived, and outstanding. For notwithstanding anything to the contrary in any reason at any timeTransaction Document, upon the written or oral request may not be amended by agreement 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 Warrantparties. 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. a. Notwithstanding anything Subject to the contrary contained in last sentence of this Section 1(e), the Company shall not effect the exercise of this Warrant, and the Warrant Registered Holder shall not be exercisable by have the Holder hereof right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (but only to the extenttogether with such Registered Holder’s Affiliates and any other Persons acting as a group together) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.999.999% (the “Maximum Percentage”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the Holder) and unexercised or unconverted portion of which warrants shall be exercisable (as among all warrants any other securities of the Company beneficially owned by the 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). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership Person and all determinations and calculations its Affiliates (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply subject to a successor Holder of limitation on conversion or exercise analogous to the Warrantlimitation contained herein. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the Registered Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) any other notice by the Company or the Company’s transfer agent 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 Registered Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within three one (31) business days Trading Day confirm orally and in writing to the Registered Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Warrants, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Registered Holder may from time to time increase or exercisable securities decrease the Maximum Percentage to any other percentage as specified in such notice; provided that in no event shall such Maximum Percentage be increased to more than 19.99%; provided, further, 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 Registered Holder and not to any other holder of Warrants. 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 Registered Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Section 1(e) shall not apply to exercises of this Warrant that occur prior to and expressly in connection with the Company’s consummation of a Fundamental Transaction. Unless earlier exercised, this Warrant shall automatically be deemed exercised in accordance with the provisions of Section 1(b) hereof immediately prior to the consummation of a Fundamental Transaction. “Fundamental Transaction” means that (A) the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Common StockStock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, pursuant to a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the Warrantoutstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination) or (B) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock. 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. a. Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of a Warrant, and 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 not be exercisable by the Holder hereof null and void and treated as if never made, to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of its affiliates together with the other Attribution Parties collectively would beneficially own in excess of 9.99% [4.99][9.99%] (the “Maximum Percentage”) of the then issued and outstanding number of shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of whether such sentence is being made, but shall exclude the Warrant shall number of shares of Common Stock that would be exercisable issuable upon (vis-a-vis other convertibleA) exercise of the remaining, exercisable or exchangeable securities unexercised portion of the Warrants beneficially 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 Holder or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownershipany convertible notes or convertible preferred stock or warrants, including the other Warrants) shall be determined 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. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant1934 Act. For purposes of the WarrantWarrants, in determining the number of issued and outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s 's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Q and Current Report Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued 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 outstanding(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 three one (31) business days Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable securities into 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, including, without limitation, Stock issuable pursuant to the Warrant. b. 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 limitations provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 5(a) above will terminate 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and cease shall apply to be in effect three (3) business days before a successor holder of the Expiration DateWarrants.

Limitations on Exercise. a. (i) Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Warrant Holder shall not have the right to exercise any portion of this Warrant, and any such exercise shall be exercisable by the Holder hereof null and void and treated as if never made, to the extent (but only that after giving effect to the extent) that, if exercisable by the Holdersuch exercise, the Holder or any of together with its affiliates Attribution Parties collectively would beneficially own in excess of 9.99the greater of (i) 19.99% and (ii) the percentage permitted under the shareholder approval rules of the NYSE, including Section 312.03 of the NYSE Listed Company Manual, without approval of the Company’s stockholders (the greater of (i) and (ii), the “Maximum Percentage”) of the then issued and outstanding shares of Class A Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent preceding sentences, the above limitation applies, aggregate number of shares of Class A Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Class A Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Class A Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Class A Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by the HolderHolder or any of the other Attribution Parties and (B) and exercise or conversion of which 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 shall be exercisable (as among all warrants issued concurrently herewith) beneficially owned by the Holder) shall, Holder or any other Attribution Party subject to such Maximum Percentage limitationa limitation on conversion or exercise analogous to the limitation contained in this Section 1(d). For purposes of this Section 1(d), beneficial ownership shall be determined on the basis calculated in accordance with Section 13(d) of the first submission 1934 Act and the rules and regulations promulgated by the SEC thereunder. (ii) Additionally, the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would result any required filing and clearance under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act (the “HSR Act”) if one has not been made and pre-approval obtained (or any applicable waiting period shall have lapsed). If Holder or the Company determines that the issuance of Warrant Shares is subject to notification under the HSR Act, each of Holder and the Company agrees to (i) file its respective notification under the HSR Act within ten (10) Business Days of Holder or the Company informing the other party of its determination that a notification is required in connection with such exercise; (ii) cooperate with the other party in the other party’s preparing and making such submission and any responses to inquiries of the Federal Trade Commission (“FTC”) and/or Department of Justice (“DOJ”); and (iii) prepare and make any submission required to be filed by the Company or Holder, as applicable, under the HSR Act and respond to inquiries of the FTC and DOJ in connection therewith. The Company shall pay the costs of any required filing fees for conversion, exercise or exchange any such submissions under the HSR Act. (as the case may be). iii) No prior inability to exercise the this Warrant pursuant to this Section 5(a1(d) shall have any effect on the applicability of the provisions of this Section 5(a1(d) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(a1(d) to the extent necessary to correct this Section 5(a) (paragraph or any portion hereofof this Section 1(d) which may be defective or inconsistent with the intended Maximum Percentage 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 Maximum Percentage limitation. The limitations limitation contained in this Section 5(a1(d) may not be waived and shall apply to a successor Holder holder of the this Warrant. . (iv) For purposes of Rule 144 promulgated under the WarrantSecurities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued in determining a Cashless Exercise transaction shall be deemed to have been acquired by the number of issued Holder, and outstanding shares of Common Stockthe holding period for the Warrant Shares shall be deemed to have commenced, the Holder may rely on the number of date this Warrant was originally issued and outstanding shares of Common Stock as reflected in (i) unless that the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the U.S. Securities and Exchange Commission (as takes the case may beposition that such treatment is improper at the time of such exercise), (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. a. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Shares and shall have no obligation to settle the Warrant exercise unless a registration statement under the Securities Act, with respect to the Shares is effective and a current prospectus is on file with the Commission. In the event that a registration statement with respect to the Shares underlying a Warrant is not effective under the Securities Act or a current Prospectus is not on file with the Commission, the holder of such Warrant shall not be entitled to exercise such Warrant. Notwithstanding anything to the contrary in this Warrant Agreement, and other than with respect to the cashless exercise provisions applicable to the Private Warrants and the Co-Investment Warrants, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or Shares issued to, any registered holder in any state in which such exercise or issuance would be unlawful. For the avoidance of doubt, as a result of this Section 3.3.4, any or all of the Warrants may expire unexercised. In no event shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent. Notwithstanding anything to the contrary contained in herein, no Warrant may be exercised if it would cause the Warrantholder to Beneficially Own or Constructively Own, within the Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) meaning of the then issued Company’s Second Amended and outstanding shares Restated Certificate of Common Stock. 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 first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934Incorporation, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented outstanding Common Stock in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder excess 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 Ownership Limit or Excepted Holder Limit, as reflected defined in (i) the Company’s most recent Form 10-KSecond Amended and Restated Certificate of Incorporation, Form 10-Qas amended, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission as applicable.” (as the case may be), (iid) 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 Section 6.1 of the Holder, the Company shall within three (3) business days confirm orally Warrant Agreement is hereby amended and restated 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.its entirety as follows:

Limitations on Exercise. a. Notwithstanding anything The Company shall not effect the exercise of any Rights, and MSK shall not have the right to exercise any portion of any Rights pursuant to the contrary contained in the Warrantterms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, the Warrant shall not be exercisable by the Holder hereof to the extent that after giving effect to such exercise, MSK together with MSK’s Affiliates (but only to the extentas defined below), and any other Persons (as defined below) that, if exercisable by the Holder, the Holder acting as a group together with MSK or any of its affiliates MSK’s Affiliates (such Persons, “Attribution Parties”) collectively would beneficially own in excess of 9.994.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the then issued and outstanding shares of Common StockStock outstanding immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of shares of Common Stock beneficially owned by MSK and the other Attribution Parties shall include the number of shares of Common Stock beneficially owned by MSK and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Rights issued hereunder with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities nonexercised portion of the Rights beneficially 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 MSK or any of the first submission to other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to any subsequent determination of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect any convertible notes or convertible preferred stock or warrants) beneficially owned by MSK or any other Attribution Party subject to calculations a limitation on conversion or exercise analogous to the limitation contained in this Section 3.8. For purposes of percentage ownership) this Section 3.8, beneficial ownership shall be determined by the Holder calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and amended (the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant“1934 Act”). For purposes of the Warrant, in determining the number of issued and outstanding shares of Common StockStock MSK may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the Holder MSK may rely on the number of issued and outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be), (iiy) a more recent public announcement by the Company, Company or (iiiz) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance from MSK at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify MSK in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause MSK’s beneficial ownership, as determined pursuant to this Section 3.8, to exceed the Beneficial Ownership Limitation, MSK must notify the Company of a reduced number of shares of Common Stock to be issued and outstandingpursuant to such Notice of Issuance. For any reason at any time, upon the written or oral (which may be an e-mail) request of the HolderMSK, the Company shall within three one (31) business days Business Day confirm orally and in writing (which may be an e-mail) to the Holder MSK the number of shares of Common Stock then issued and outstanding. In any case, including by virtue the number of any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible securities of the Company, including the Rights, by MSK and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to MSK upon exercise of the Rights results in MSK and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which MSK’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and MSK shall not have the power to vote or exercisable securities into to transfer the Excess Shares. Upon delivery of a written notice to the Company, MSK may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 4.99% as specified in such notice; provided that any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of clarity, the shares of Common Stock, including, without limitation, Stock issuable pursuant to the Warrant. b. terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by MSK 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 any Rights 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 limitations provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.8 to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 5(a3.8 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of Rights. For purposes of this Agreement, (x) above will terminate “Person” means an individual, a limited liability company, a partnership (general or limited), a joint venture, a corporation, a trust, an unincorporated organization, or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof and cease to be (y) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in effect three (3) business days before and construed under Rule 405 under the Expiration DateSecurities Act.

Limitations on Exercise. a. (a) Notwithstanding anything to the contrary contained in herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of this Warrant shall not exercise any portion of the Warrant, and any such exercise shall be null and void ab initio and treated as if the Warrant shall exercise had not be exercisable by the Holder hereof been made, to the extent (but only that immediately prior to the extent) thator following such exercise, if exercisable by the Holder, together with the Holder Attribution Parties, beneficially owns or any of its affiliates would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% (the “Maximum Percentage”) of the then 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. 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 Stock held and/or beneficially owned by the Holder) and Holder together with the Attribution Parties, shall include the number of which warrants shall be exercisable (as among all warrants shares of Common Stock held and/or beneficially owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on Holder together with the basis Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise the relevant Warrant pursuant to this Section 5(a) shall have any effect on the applicability of the provisions of this Section 5(a) with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, 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 subsequent determination other securities of exercisability. For the purposes of this Section 5(a), beneficial ownership and all determinations and calculations Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, with respect any convertible notes, convertible stock or warrants) that are subject to calculations a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of percentage ownership) shall be determined by this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this Section 5(a) shall be implemented in a manner otherwise than in strict conformity with the terms this Section 5(a) to correct this 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 Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the this Warrant, in determining the number of issued and outstanding shares of Common Stock, the a Holder of this Warrant may rely on the number of issued and outstanding shares of Common Stock as reflected in (i1) 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 (Commission, as the case may be), (ii2) a more recent public announcement by the Company, Company or (iii3) 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 outstandingoutstanding 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 three (3) business days one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then issued 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 outstandinghas 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, including 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 virtue 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 any prior outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of convertible 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 exercisable 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 into 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, including, without limitation, 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. 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.