Common use of Limitations on Exercise Clause in Contracts

Limitations on Exercise. Notwithstanding anything to the contrary contained 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 be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% 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 issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the Warrants.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99%] [9.99%]1 (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, this Warrant and any convertible notes or notes, convertible preferred stock or other warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.109(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.109(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock Warrant Shares to the Holder upon exercise of the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares Warrant Shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% or such higher percentage as specified in such notice; provided that (i) any such increase in the Maximum 1 Will be the percentage indicated by each Holder prior to closing. Percentage will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 9 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 8(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock Warrant Shares issuable pursuant to the terms of this Warrant that would cause the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of a WarrantRights, and the Holder shall not have the right to exercise any portion of a Warrant, any Rights pursuant to the terms and conditions of the Warrant this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% 4.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants Rights issued hereunder with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised nonexercised portion of the Warrants Rights beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.1011.8. For purposes of this Section 3.3.1011.8, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants Rights without exceeding the Maximum PercentageBeneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstanding (in each case, the “Reported Outstanding Share Number”). If the Company receives an Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.1011.8, to exceed the Maximum PercentageBeneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares shares of Common Stock 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 SharesIssuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsRights, 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 Warrants Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 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 Maximum Percentage Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limitation 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 Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants Rights hereunder in excess of the Maximum Percentage 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 the Warrants 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 3.3.10 11.8 to the extent necessary to correct this paragraph (or any portion of this paragraph paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 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 shall apply to a successor holder of the WarrantsRights.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the Company shall not effect number of Warrant Shares that may be acquired by the Holder upon any 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 this Warrant and any such exercise (or otherwise in respect hereof) shall be null and void and treated as if never made, limited to the extent that after giving effect necessary to ensure that, following such exerciseexercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder together and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties collectively would beneficially own in excess Holder’s for purposes of [4.99][9.99]% Section 13(d) of the Exchange Act, does not exceed 9.9999% (the “Maximum Percentage”) of the total number of then issued and outstanding shares of Common Stock outstanding immediately after giving effect to (including for such purpose the shares of Common Stock issuable upon such exercise). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its Affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants this Warrant beneficially owned by the Holder or any of the other Attribution Parties such Person and its Affiliates and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein; provided that in this no event shall the aggregate number of shares beneficially owned by the Holder and its Affiliates, calculated in accordance with Section 3.3.1013(d) of the Exchange Act, exceed the Maximum Percentage. For Except as set forth in the preceding sentence (other than the proviso thereto), for purposes of this Section 3.3.10paragraph (including the proviso in the immediately preceding sentence), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Exchange Act; 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 limitation contained in this Section 12 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 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 the Warrantsthis Section 12, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party its Affiliates 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.999.9999% or such higher percentage as specified in such notice; provided 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 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 Warrants. The provisions of this paragraph shall not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant apply to the terms Holder if the aggregate number of the Warrants in excess of the Maximum Percentage shall not be deemed to be shares beneficially owned by the Holder for any purpose including for purposes of and its Affiliates, calculated in accordance with Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange Act. No , exceed 9.9999% immediately 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 exercisabilityClosing. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to the extent necessary 12 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of the Warrants.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99%/9.99%/19.99%] (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.1011(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECCommission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery A Holder of a written notice to the Company, the Holder Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% or such higher percentage as specified in such notice; provided that such Holder shall provide written notice delivered to the Company at least sixty-one (i61) any such days prior to the date the increase in the Maximum Percentage will not shall be effective until and the sixty-first increase in Maximum Percentage shall not negatively affect any partial exercise effected prior to such change. (61stb) day after This Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such notice is delivered to Holder or the Company and Attribution Parties may receive in the event of a (i) a Distribution as contemplated in Section 9(b), (ii) any such increase Purchase Rights as contemplated in Section 9(c) or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder (iii) Fundamental Transaction as contemplated in Section 9(d) of Warrants that is not an Attribution Party of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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 Rule 16a-1(a)(1) of the 1934 Actpromulgated thereunder. No prior inability to exercise the Warrants this Warrant pursuant to this paragraph Section 11 shall have any effect on the applicability of the provisions of this paragraph Section 11 with respect to any subsequent determination of exercisability. The provisions of this paragraph Section 11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 11(a) to the extent necessary to correct this paragraph Section 11(b) or any portion of this paragraph Section 11 which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 11(a) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph Section 11 may not be waived and shall apply to a successor holder of the Warrantsthis Warrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained 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 be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% 4.99][9.99%] (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which that would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% 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 issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the Warrants.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.1011(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant ADSs in excess of that number of Warrant ADSs which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, would cause (i) the aggregate number of Ordinary Shares beneficially owned by the Holder, its Affiliates and any Persons who are members of a Section 13(d) group with such Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% or its Affiliates to exceed 9.99% (the “‘‘Maximum Percentage”) of the total number of shares issued and outstanding Ordinary Shares of Common Stock the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting 4853-3746-0046 v.3 power of all of the securities of the Company then outstanding immediately after giving effect to following such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10paragraph, beneficial ownership and whether a holder is a member of a Section 13(d) group shall be calculated and determined in accordance with Section 13(d) of the 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageOrdinary Shares (including Ordinary Shares underlying outstanding ADSs), the Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (x) the Company’s most recent Current Report on Form 6-K reporting quarterly financial results of the Company or Annual Report on Form 1020-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SECF, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company Company, the transfer agent for the Ordinary Shares or the Transfer Agent Depositary setting forth the number of shares of Common Stock Ordinary Shares outstanding (the “Reported Outstanding Share Number”including Ordinary Shares underlying outstanding ADSs). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock Ordinary Shares then outstandingoutstanding (including Ordinary Shares underlying outstanding ADSs). In any case, the number of outstanding shares of Common Stock Ordinary Shares (including Ordinary Shares underlying outstanding ADSs) shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number such number of outstanding Ordinary Shares was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.9919.99% 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 HolderCompany. For purposes of claritythis Section 1l(a), the shares aggregate number of Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be Ordinary Shares or voting securities beneficially owned by the Holder for and its Affiliates and any purpose including for purposes other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1its Affiliates shall include the ADSs (and underlying Warrant Shares) of issuable upon (x) 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 Warrant with respect to any subsequent which such determination is being made, but shall exclude the number of exercisability. The provisions Warrant ADSs which would be issuable upon exercise of this paragraph shall be construed the remaining unexercised 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 non-cancelled portion of this paragraph Warrant by the Holder and (y) the 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 may be defective would entitle the holder thereof to acquire at any time ADSs or inconsistent with Ordinary Shares, including without limitation any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the intended beneficial ownership holder thereof to receive, ADSs or Ordinary Shares), 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 who are members of a Section 13(d) group with such Holder or its Affiliates. (b) This Section 11 shall not restrict the number of ADSs which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Section 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder shall not have the right to exercise any portion of a this Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Notwithstanding anything to the contrary set forth herein, by written notice to the Company, the Holder may, in its sole discretion, increase or decrease the Maximum Percentage to any other percentage not in excess of 19.999% of the Common Stock of the Company issued and outstanding on November 15, 2021 (when taken together with any shares issued pursuant to the Second Lien Agreement (as defined in the Credit Agreement), unless the Company’s shareholders shall have approved the issuance of the Monroe Supporting Shares (as defined in the Credit Agreement) and the transactions contemplated by this Warrant) specified in such notice and such percentage will be deemed the new Maximum Percentage for all purposes under this Warrant; provided, that any such increase will not be effective until the 61st day after such notice is delivered to the Company. For purposes of the foregoing sentencepreceding sentences, the aggregate number of shares of Common Stock beneficially owned by 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 this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrantswarrants issued concurrently herewith) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.101(d). For purposes of this Section 3.3.101(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding there were 41,970,915 shares of Common Stock as reflected in issued and outstanding on November 15, 2021. (xii) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number when the issuance of outstanding shares the Warrant Shares would not comply with applicable law, including the rules and regulations of the Nasdaq Stock Market (or any securities exchange on which the Common Stock is less than the Reported Outstanding Share Numberlisted) (“Applicable Law”), the Company shall (iA) notify the Holder in writing of the number of shares of Common Stock issued or issuable in connection with any other transaction by the Company that may be aggregated with the issuance of the Warrant Shares under the rules and regulations of the Nasdaq Stock Market (or any other securities exchange on which the Common Stock is then outstanding andlisted), and to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.101(d), to exceed the Maximum PercentagePercentage or would not comply with Applicable Law, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (iiB) as soon as reasonably practicable, the Company shall return to the Holder any exercise price Exercise Price paid by the Holder for the Reduction Shares. For any reason at any time, upon . (iii) Upon the written or oral request of the Holder, the Company shall within one (1) Business Day promptly confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In issued or issuable in connection with any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, other transaction by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event Company 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 may be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after aggregated with the issuance of the Excess Warrant Shares has been deemed null under the rules and void, regulations of 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 Nasdaq Stock Market (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 securities exchange on which the Common Stock is then listed). (iiv) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants this Warrant in excess of the Maximum Percentage or the issuance of which would not comply with Applicable Law shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. . (v) No prior inability to exercise the Warrants this Warrant pursuant to this paragraph Section 1(d) shall have any effect on the applicability of the provisions of this paragraph Section 1(d) 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 3.3.10 1(d) to the extent necessary to correct this paragraph or any portion of this paragraph Section 1(d) which may be defective or inconsistent with the intended beneficial ownership or Applicable Law limitation contained in this Section 3.3.10 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph Section 1(d) may not be waived and shall apply to a successor holder of the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, would cause [(i)] (A) the outstanding Class A Common Stock beneficially owned by the Holder together and any other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other Attribution Parties collectively members of a Section 13(d) “group”) to exceed [19.99]% of the outstanding Class A Common Stock (as computed in accordance with Section 13(d) of the Exchange Act); or (B) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Class A Common Stock and the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed [19.99]% of the combined voting power of all of the securities of the Company then outstanding following such exercise[, or (ii) the aggregate number of shares of Class A Common Stock beneficially own in excess owned by the Holder, its Affiliates and any other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed [4.99][9.99]% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10following such exercise]. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Class A Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentageand Class B Common Stock, the Holder may rely on the number of outstanding shares of Class A Common Stock and Class B Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of or Class B Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Class A Common Stock and Class B Common Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock and Class B Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Class A Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess SharesClass B Common Stock was reported. 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 [By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.9919.99% 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. Company.] For purposes of claritythis Section 11(a), the aggregate number of shares of Class A Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be or voting securities beneficially owned by the Holder for and its Affiliates and any purpose including other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) shall include the shares of Class A 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 Class A 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 Rule 16a-1(a)(1conversion 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 Class A Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Class A Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of shares of Class A Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the 1934 Act. No prior inability Exchange Act (such as any other members of a Section 13(d) “group”). (b) This Section 11 shall not restrict the number of shares of Class A Common Stock which a Holder may receive or beneficially own in order to exercise determine the Warrants pursuant to this paragraph shall have any effect on amount of securities or other consideration that such Holder may receive in the applicability event of the provisions a Fundamental Transaction as contemplated in Section 9(c) 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 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, except as specifically contemplated by this Section 1.7, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion of a this Warrant, pursuant to the terms and conditions for a number of the Warrant and any such exercise shall be null and void and treated as if never madeShares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any Persons who are members of a Section 13(d) group with such Holder and or its Affiliates to exceed [[9.99%]//[4.99%]]1 (the other Attribution Parties shall include “Maximum Percentage”) of the total number of issued and outstanding 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 Company following such exercise, or (ii) the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise combined voting power of the remaining, unexercised portion securities of the Warrants Company beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or any its Affiliates to exceed the Maximum Percentage of the other Attribution Parties and (B) exercise or conversion combined voting power of all of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10then outstanding following such exercise. For purposes of this Section 3.3.10paragraph, beneficial ownership and whether a Holder is a member of a Section 13(d) group shall be calculated and determined in accordance with Section 13(d) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 HolderCompany. For purposes of claritythis Section 1.7, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant upon: (x) the exercise of this Warrant with respect to which such determination is being made plus the remaining unexercised and non-cancelled portion of this Warrant but taking into account the limitations on exercise contained herein, but shall exclude the number of shares of Common Stock which would otherwise be issuable upon exercise of the remaining unexercised and non-cancelled portion of this Warrant but for the limitations on exercise contained herein; and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company beneficially owned by the Holder or any of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder or its Affiliates that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), but shall exclude any such securities subject to any further limitation on conversion or exercise analogous to the terms limitation contained herein. Notwithstanding the foregoing, in the event that the exercise of this Warrant would cause the Warrants Holder to beneficially own 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 Actshares of Common Stock outstanding immediately after giving effect to such exercise, then, in lieu of receiving Shares upon such exercise, such Holder may elect to receive a pre-funded warrant for one share of Common Stock in the form of Annex A hereto (the “Pre-Funded Warrant”). No prior inability to In such event, the Exercise Price shall be reduced by $0.001 per share of Common Stock, and the exercise the Warrants pursuant to this paragraph shall have any effect on the applicability price of the provisions Pre-Funded Warrant shall be $0.001 per underlying share of this paragraph with respect to any subsequent determination of exercisabilityCommon Stock. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to the extent necessary 1.7 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Maximum Percentage herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of the Warrants.This

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, unless and until the Stockholder Approval is obtained, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any Persons who are members of a Section 13(d) group with such Holder and or its Affiliates to exceed [4.99%/9.99%/19.99%] (the other Attribution Parties shall include “Maximum Percentage”) of the total number of issued and outstanding 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 Company following such exercise, or (ii) the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise combined voting power of the remaining, unexercised portion securities of the Warrants Company beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or any its Affiliates to exceed the Maximum Percentage of the other Attribution Parties and (B) exercise or conversion combined voting power of all of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10then outstanding following such exercise. For purposes of this Section 3.3.10paragraph, beneficial ownership and whether a holder is a member of a Section 13(d) group shall be calculated and determined in accordance with Section 13(d) of the 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.9919.99% 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 HolderCompany. For purposes of claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant upon: (x) the exercise of this Warrant with respect to which such determination is being made plus the terms remaining unexercised and non-cancelled portion of this Warrant but taking into account the limitations on exercise contained herein, but shall exclude the number of shares of Common Stock which would otherwise be issuable upon exercise of the Warrants in excess remaining unexercised and non-cancelled portion of this Warrant but for the limitations on exercise contained herein; and (y) the exercise or conversion of the Maximum Percentage shall not be deemed to be unexercised, non-converted or non-cancelled portion of any other securities of the Company beneficially owned by the Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1its Affiliates that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), but shall exclude any such securities subject to any further limitation on conversion or exercise analogous to the limitation contained herein. (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 the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a Five-Year Warrant, and the Holder shall not have the right to exercise any portion of a Five-Year Warrant, pursuant to the terms and conditions of the Five-Year Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% 4.99][9.99%] (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Five-Year Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which that would be issuable upon (A) exercise of the remaining, unexercised portion of the Five-Year Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Five-Year Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Five-Year Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an 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 Five-Year Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Five-Year 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 Five-Year Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% 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 Five-Year Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Five-Year 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 Five-Year Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the Five-Year Warrants.” b. Section 1(f) of the Form of Certificated Warrant Agreement included as Exhibit D is amended and restated as follows: “[Reserved].”

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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”) 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. For any reason at any time, upon Shares (if any) and to issue the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail shares to the Holder (reduced by the number of shares of Common Stock then outstandingReduction Shares, if applicable). In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess SharesShares and the Holder shall return such Excess Shares (if in its possession) to the Company. Upon delivery of a By written notice to the Company, the a Holder of this Warrant 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 however, that (i1) in no case shall the percentage specified be in excess of 19.99% and (2) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants this Warrant in excess of the Maximum Percentage shall not be deemed to not 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the its Affiliates and any other Attribution Parties shall include the number Persons whose beneficial ownership of shares of Common Stock held would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 19.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and all its Affiliates and any other Attribution Parties plus the number Persons whose beneficial ownership of shares of Common Stock issuable upon exercise would be aggregated with the Holder’s for purposes of Section 13(d) of the Warrants with respect Exchange Act to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise exceed 19.99% of the remaining, unexercised portion combined voting power of all of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (includingthen outstanding following such exercise; provided, without limitationhowever, any convertible notes or convertible preferred stock or warrants, including that the other Warrants) beneficially owned Holder shall be permitted to exercise this Warrant for a number of Warrant Shares in excess of the Maximum Percentage upon receipt of such approval as may be required by the Holder applicable rules and regulations of The Nasdaq Stock Market, LLC (or any other Attribution Party subject successor entity) (“Nasdaq”), if any, from the stockholders of the Company with respect to a limitation on conversion or exercise analogous change of control of the Company pursuant to Section 5635(b) of the limitation contained Listing Rules of Nasdaq resulting from the beneficial ownership in this Section 3.3.10excess of 19.99% of the Company’s outstanding Common Stock upon the issuance of the Warrant Shares (“Stockholder Approval”). For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 Company; provided, however, that the Holder and shall be permitted to increase the other Attribution Parties and not to any other holder Maximum Percentage upon receipt of Warrants that is not an Attribution Party of the HolderStockholder Approval. For purposes of claritythis Section 12(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Shares 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 pursuant 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 shares of Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock), is subject to a limitation on conversion or exercise analogous to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be limitation contained herein and is beneficially owned by the Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (b) This Section 12 shall not restrict the number of shares of Common Stock which a Holder may receive or Rule 16a-1(a)(1beneficially 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 the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any Persons who are members of a Section 13(d) group with such Holder and or its Affiliates to exceed [4.99%/9.99%/19.99%] (the other Attribution Parties shall include “Maximum Percentage”) of the total number of issued and outstanding 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 Company following such exercise, or (ii) the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise combined voting power of the remaining, unexercised portion securities of the Warrants Company beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or any its Affiliates to exceed the Maximum Percentage of the other Attribution Parties and (B) exercise or conversion combined voting power of all of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10then outstanding following such exercise. For purposes of this Section 3.3.10paragraph, beneficial ownership and whether a holder is a member of a Section 13(d) group shall be calculated and determined in accordance with Section 13(d) of the 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.9919.99% 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 HolderCompany. For purposes of claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant upon (x) 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 exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be limitation contained herein and is beneficially owned by the Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1its Affiliates. (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 the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties shall include Holder’s for purposes of Section 13(d) of the Exchange Act to exceed [4.99][9.99]% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock held by following such exercise, or (ii) the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise combined voting power of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise securities of the remaining, unexercised portion of the Warrants Company beneficially owned by the Holder or 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 other Attribution Parties and (B) exercise or conversion Exchange Act to exceed [4.99][9.99]% of the unexercised or unconverted portion combined voting power of any other all of the securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10then outstanding following such exercise. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the Exercise Date, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 HolderCompany. For purposes of claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable pursuant upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be limitation contained herein and is beneficially owned by the Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or Rule 16a-1(a)(1beneficially 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 the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of a WarrantRights, and the Holder shall not have the right to exercise any portion of a Warrant, any Rights pursuant to the terms and conditions of the Warrant this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% 9.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties (as defined in the Existing Note) 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 Rights issued hereunder with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised nonexercised portion of the Warrants Rights beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.1011.8(a). For purposes of this Section 3.3.1011.8(a), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 ActAct (as defined in the Existing Note). For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants Rights without exceeding the Maximum PercentageBeneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.1011.8(a), to exceed the Maximum PercentageBeneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares shares of Common Stock 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 SharesIssuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsRights, 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 Warrants Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 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 Maximum Percentage Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limitation 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 Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants Rights hereunder in excess of the Maximum Percentage 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 the Warrants 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 3.3.10 11.8(a) to the extent necessary to correct this paragraph (or any portion of this paragraph paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 11.8(a) 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 the WarrantsRights.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other Attribution Parties shall include members of a Section 13(d) “group”), to exceed 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock 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 Company following such exercise, or (ii) the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise combined voting power of the remaining, unexercised portion securities of the Warrants Company beneficially owned by the Holder or and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other Attribution Parties and (Bmembers of a Section 13(d) exercise or conversion “group”) to exceed 4.99% of the unexercised or unconverted portion combined voting power of any other all of the securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10then outstanding following such exercise. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date of exercise, (y) a more recent public announcement by the Company Company, or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days following receipt of the written request confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 written notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the HolderCompany. For purposes of claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) shall include the shares of Common Stock issuable pursuant 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 (1) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (2) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be limitation contained herein and is beneficially owned by the Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”). (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or Rule 16a-1(a)(1beneficially 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 the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, a Holder of the Holder Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 11(a) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 11(a) 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained hereinset forth in this Agreement, the Company shall not effect the exercise of any portion at no time may a Holder of a Warrant, and the Holder shall not have the right to Warrant exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent (but only to the extent) that after giving effect to such exercise, the Holder (together with the other Attribution Parties collectively Holder’s affiliates) would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act) in excess of [4.99][9.99]% (the “Maximum Percentage”) 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of ; provided that upon a Holder providing the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Company with 61 days’ notice (a “Waiver Notice”) that such 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 would like to waive this Section 2.4(a) with regard to any shares of Common Stock issuable upon exercise of the Warrants a Warrant, this Section 2.4(a) will be of no force or effect with respect regard to which the determination all or a portion of such sentence is being madeWarrant as referenced in such Waiver Notice. (b) Notwithstanding anything to the contrary set forth in this Agreement, at no time may a Holder of a Warrant exercise the Warrant to the extent (but shall exclude only to the number of shares of Common Stock which would be issuable upon (Aextent) exercise of the remainingthat after giving effect to such exercise, unexercised portion of the Warrants beneficially owned by the Holder or any of (together with the other Attribution Parties and Holder’s affiliates) would beneficially own (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the 1934 Exchange Act. For purposes ) in excess of the Warrants, in determining the number 9.99% of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined immediately after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% or such higher percentage as specified in such noticeexercise; 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 upon a Holder providing the Company and (iiwith a Waiver Notice that such Holder would like to waive this Section 2.4(b) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not with regard to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms upon exercise of 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 a Warrant, this Section 13(d2.4(b) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in of no force or effect with regard to all or 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 such Warrant as referenced in this Section 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 shall apply to a successor holder of the WarrantsWaiver Notice. ARTICLE III ADJUSTMENT OF COMMON STOCK ISSUABLE UPON EXERCISE; ADJUSTMENT OF EXERCISE PRICE

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties shall include Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 4.99%(1) (the “Maximum Percentage”) of the total number of issued and outstanding 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 Company following such exercise, or (ii) the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise combined voting power of the remaining, unexercised portion securities of the Warrants Company beneficially owned by the Holder or and its Affiliates and any other Persons (1) Or, at the election of the other Attribution Parties and (BHolder, 9.99%. whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) exercise or conversion of the unexercised or unconverted portion Exchange Act to exceed 4.99%(2) of any other the combined voting power of all of the securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including then outstanding following such exercise. Any portion of an exercise that would result in the other Warrants) beneficially owned by issuance of shares in excess of the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10Maximum Percentage shall be treated as null and void ab initio. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.9919.99% 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 HolderCompany. For purposes of claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable pursuant upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be limitation contained herein and is beneficially owned by the Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act. (b) This Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or Rule 16a-1(a)(1beneficially 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 the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of a WarrantRights, and the Holder shall not have the right to exercise any portion of a Warrant, any Rights pursuant to the terms and conditions of the Warrant this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties (as defined below) collectively would beneficially own in excess of [4.99][9.99]% 9.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants Rights issued hereunder with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised nonexercised portion of the Warrants Rights beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes debentures or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.107(G). For purposes of this Section 3.3.10, 7(G) beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants Rights without exceeding the Maximum PercentageBeneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.107(G), to exceed the Maximum PercentageBeneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares shares of Common Stock 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 SharesIssuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsRights, by the Holder and any other Attribution Party Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Warrants Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 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 Maximum Percentage Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limitation 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 Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants Rights hereunder in excess of the Maximum Percentage 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 the Warrants 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 3.3.10 7.8 to the extent necessary to correct this paragraph (or any portion of this paragraph paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 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 Warrantspurpose of this Agreement: (x) “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, 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 Beneficial Ownership Limitation, (y) “Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder and (z) “Affiliate” means, with respect to 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 power 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 herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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 ActPercentage (1). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained in any Section herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties shall include Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 9.99% of the total number of issued and outstanding 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 Company following such exercise, or (ii) the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise combined voting power of the remaining, unexercised portion securities of the Warrants Company beneficially owned by the Holder or 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 other Attribution Parties and (B) exercise or conversion Exchange Act to exceed 9.99% of the unexercised or unconverted portion combined voting power of any other all of the securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10then outstanding following such exercise. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.9919.99% 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 HolderCompany. For purposes of claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable pursuant upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including, without limitation, any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be limitation contained herein and is beneficially owned by the Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange Act. No prior inability . (b) This Section 11 shall not restrict the number of shares of Common Stock that a Holder may receive or beneficially own in order to exercise determine the Warrants pursuant to this paragraph shall have any effect on amount of securities or other consideration that such Holder may receive in the applicability event of the provisions a Fundamental Transaction as contemplated in Section 9 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 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of at any portion of a Warrant, and the Holder shall not have the right to exercise time that any portion of a Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated Company’s equity securities are registered under Section 12 of the Securities Exchange Act of 1934, as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% amended (the “Maximum PercentageExchange Act”) of the number of shares of Common Stock outstanding immediately after giving effect 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. For purposes of the foregoing sentenceexercise (or other issuance), the aggregate total number of shares of Common 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 the other Attribution Parties shall include 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 held by (including for such purpose 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 such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10exercise). For purposes of this Section 3.3.10such purposes, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the 1934 ActExchange Act and the rules and regulations promulgated thereunder. For purposes The Company shall, instead of the Warrants, in determining the number of outstanding issuing shares of Common Stock the Holder may acquire upon the exercise in excess of the Warrants without exceeding limitation referred to in this Section 11(a), suspend its obligation to issue shares in excess of the Maximum Percentageforegoing limitation until such time, the Holder may rely on the number of outstanding if any, as such shares of Common Stock as reflected may be issued in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing compliance with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)such limitation. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsAdditionally, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time waive the provisions of this Section 11(a) or increase or decrease the 5% Maximum Percentage to any other percentage not in excess of 9.99% or such higher percentage as specified in such notice; provided provided, that (i) any such waiver or increase in the Maximum Percentage or decrease will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or 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 HolderWarrants. For purposes of clarityAs used herein, the shares of Common Stock issuable pursuant to the 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 of the Warrants are used 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(dand construed under Rule 144; and “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or Rule 16a-1(a)(1) other entity of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the Warrantskind.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder Holder, its Affiliates and the any other Attribution Parties shall include the number of shares Persons whose beneficial ownership of Common Stock held by would be aggregated with the Holder and all Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other Attribution Parties plus members of a Section 13(d) “group”) to exceed 9.99% of the total number of shares of issued and outstanding Common Stock issuable upon exercise of the Warrants with respect to which Company following such exercise, or (ii) the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise combined voting power of the remaining, unexercised portion securities of the Warrants Company beneficially owned by the Holder or and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other Attribution Parties and (Bmembers of a Section 13(d) exercise or conversion “group”) to exceed 9.99% of the unexercised or unconverted portion combined voting power of any other all of the securities of the Company then outstanding following such exercise (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrantsthresholds in clauses (i) beneficially owned by and (ii) each representing 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“Maximum Percentage”). For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number such number of outstanding Common Stock was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.99% 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 HolderCompany. For purposes of claritythis Section 11(a), the shares aggregate number of Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be or voting securities beneficially owned by the Holder for and its Affiliates and any purpose including other Persons whose beneficial ownership of Common Stock or voting securities would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) shall include the Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number 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 Rule 16a-1(a)(1conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock or voting securities would be aggregated with the Holder’s for purposes of Section 13(d) of the 1934 Act. No prior inability Exchange Act (such as any other members of a Section 13(d) “group”). (b) This Section 11 shall not restrict the number of Common Stock that a Holder may receive or beneficially own in order to exercise determine the Warrants pursuant to this paragraph shall have any effect on amount of securities or other consideration that such Holder may receive in the applicability event of the provisions a Fundamental Transaction as contemplated in Section 9(c) 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 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of a WarrantRights, and the Holder shall not have the right to exercise any portion of a Warrant, any Rights pursuant to the terms and conditions of the Warrant this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties (as defined below) collectively would beneficially own in excess of [4.99][9.99]% 9.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants Rights issued hereunder with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised nonexercised portion of the Warrants Rights beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes Notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.1013.8. For purposes of this Section 3.3.10, 13.8 beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants Rights without exceeding the Maximum PercentageBeneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.1013.8, to exceed the Maximum PercentageBeneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares shares of Common Stock 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 SharesIssuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsRights, 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 Warrants Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 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 Maximum Percentage Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limitation 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 Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants Rights hereunder in excess of the Maximum Percentage 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 the Warrants 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 3.3.10 13.8 to the extent necessary to correct this paragraph (or any portion of this paragraph paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 13.8 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 Warrantspurpose of this Agreement: (x) “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, 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 Beneficial Ownership Limitation, (y) “Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder and (z) “Affiliate” means, with respect to 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 power 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 herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, would cause (i) the Holder together aggregate number of Common Shares beneficially owned by the Holder, 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 (such as any other Attribution Parties collectively would beneficially own in excess members of [4.99][9.99]% a Section 13(d) “group”) to exceed 9.99% (the “Maximum Percentage”) of the total number of shares issued and outstanding Common Shares of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed 9.99% of the combined voting power of all of the securities of the Company then outstanding immediately after giving effect to following such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageShares, the Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-Q or Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)Shares outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one two (12) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number such number of outstanding Common Shares was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.99% 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 HolderCompany. For purposes of claritythis Section 11(a), the shares aggregate number of Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be Shares or voting securities beneficially owned by the Holder for and its Affiliates and any purpose including 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 (such as any other members of a Section 13(d) “group”) 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 Rule 16a-1(a)(1conversion 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 share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares), 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 1934 Act. No prior inability Exchange Act (such as any other members of a Section 13(d) “group”). (b) This Section 11 shall not restrict the number of Common Shares that a Holder may receive or beneficially own in order to exercise determine the Warrants pursuant to this paragraph shall have any effect on amount of securities or other consideration that such Holder may receive in the applicability event of the provisions a Fundamental Transaction as contemplated in Section 9(c) 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 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right to exercise any portion of a this Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never madeSECTION 2.1 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder's affiliates and any other Attribution Parties collectively person or entity acting as a group together with Holder or any of Holder's affiliates) would beneficially own in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”"APPLICABLE PERCENTAGE") of the number of shares of the Common Stock outstanding immediately after giving effect to such exerciseissuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties its affiliates shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised nonexercised portion of the Warrants this Warrant beneficially owned by the Holder or any of the other Attribution Parties its affiliates and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or other warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in this Section 3.3.10. For the preceding sentence, for purposes of this Section 3.3.10SECTION 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 ActExchange Act and the rules and regulations promulgated thereunder. In addition, a determination as to any group status as contemplated above shall also be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of the Warrantsthis SECTION 2.5, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 10-K, Quarterly Report on QSB or Form 10-Q and Current Reports on Form 8-K or other public filing with the SECKSB, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one (1) Business Day two trading days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other Attribution Party or its affiliates 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% 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 issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisabilitywas reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to the extent necessary SECTION 2.5 to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitation limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Stock of the WarrantsCompany shall be third party beneficiaries of this SECTION 2.5 and the Company may not waive this SECTION 2.5 without the consent of holders of a majority of its Common Stock.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99%] (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written request of the Holder, the Company shall within one (1) Business Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, a Holder of the Holder Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(d) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) or Rule 16a-1(a)(1) of the 1934 ActExchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act Rule 16a-1(a) (1) promulgated thereunder. No prior inability to exercise the Warrants 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 3.3.10 11(a) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 11(a) 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10‎11‎(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) business day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.10‎11‎(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, a Holder of the Holder Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section ‎11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section ‎9‎(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 ‎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 3.3.10 ‎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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a Warrantthis Warrant (other than for Pre-Funded Warrants), and the Holder of this Warrant shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant (other than for Pre-Funded Warrants), and any such exercise (other than for Pre-Funded Warrants) shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(d) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of a WarrantRights, and the Holder shall not have the right to exercise any portion of a Warrant, any Rights pursuant to the terms and conditions of the Warrant this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties (as defined below) collectively would beneficially own in excess of [4.99][9.99]% 4.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants Rights issued hereunder with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised nonexercised portion of the Warrants Rights beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.104.8. For purposes of this Section 3.3.10, 4.8 beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants Rights without exceeding the Maximum PercentageBeneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.104.8, to exceed the Maximum PercentageBeneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares shares of Common Stock 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 SharesIssuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsRights, 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 Warrants Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 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 Maximum Percentage Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limitation 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 Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants Rights hereunder in excess of the Maximum Percentage 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 the Warrants 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 3.3.10 4.8 to the extent necessary to correct this paragraph (or any portion of this paragraph paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 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 Warrantspurpose of this Agreement: (x) “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, 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 Beneficial Ownership Limitation, (y) “Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder and (z) “Affiliate” means, with respect to 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 power 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. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of a WarrantRights, and the Holder shall not have the right to exercise any portion of a Warrant, any Rights pursuant to the terms and conditions of the Warrant this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% 9.99% (the “Maximum PercentageBeneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties (as defined in the June Note) 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 Rights issued hereunder with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised nonexercised portion of the Warrants Rights beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.1011.8. For purposes of this Section 3.3.1011.8, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 ActAct (as defined in the June Note). For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants Rights without exceeding the Maximum PercentageBeneficial Ownership Limitation, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.1011.8, to exceed the Maximum PercentageBeneficial Ownership Limitation, the Holder must notify the Company of a reduced number of Warrant Shares shares of Common Stock 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 SharesIssuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantsRights, 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 Warrants Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage 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 Maximum Percentage Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage Beneficial Ownership Limitation 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 Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants Rights hereunder in excess of the Maximum Percentage 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 the Warrants 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 3.3.10 11.8 to the extent necessary to correct this paragraph (or any portion of this paragraph paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 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 shall apply to a successor holder of the WarrantsRights.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, a Holder of the Holder Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants this Warrant pursuant to this paragraph Section 11 shall have any effect on the applicability of the provisions of this paragraph Section 11 with respect to any subsequent determination of exercisability. The provisions of this paragraph Section 11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 11 to the extent necessary to correct this paragraph Section 11 or any portion of this paragraph Section 11 which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph Section 11 may not be waived and shall apply to a successor holder of the Warrantsthis Warrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained hereinNo Holder, the Company including for purposes of this section, owners of beneficial interests in Global Warrants, 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 Section 6 or otherwise, and conditions of the Warrant and any no such exercise shall be null and void and treated as if never madeeffective, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Warrant Exercise Notice, the Holder (together with the Holder’s Affiliates, and any other Person whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and the applicable rules and regulations of the SEC, including any “group” (within the meaning of the Exchange Act) of which the Holder or any such other Person is a member (such Persons, “Attribution Parties collectively Parties”)), would beneficially own in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentenceBeneficial Ownership Limitation, 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 the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% or such higher percentage as specified in such notice; provided that (i) any a Holder may waive the application of the limitations in this Section 20(a) to such increase in the Maximum Percentage will not be effective until the Holder upon sixty-first five (61st65) day after such calendar days’ prior written notice is delivered to the Company by such Holder and (ii) the limitations in this Section 20(a) shall not apply in the event of a Fundamental Transaction. For the avoidance of doubt, a Holder shall be permitted to exercise a number of Warrants, at any such increase or decrease will apply only to time, sufficient for the Holder and the other Attribution Parties to maintain in the aggregate beneficial ownership of Ordinary Shares in an amount equal to or less than the then-applicable Beneficial Ownership Limitation, including if and to the extent that the Company issues additional Ordinary Shares for any reason (including, for the avoidance of doubt, any exercise, exchange or conversion of warrants, options or convertible securities or other securities into Ordinary Shares). Notwithstanding any other provision of this Agreement, by accepting a Warrant, each Holder shall be deemed to have agreed not to exercise any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant or any rights attaching to the terms Warrants, or take any action in respect of the Warrants in excess breach of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for ITRs and any purpose including for purposes of Section 13(d) such exercise or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph action 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 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 shall apply to a successor holder of the Warrantsinvalid.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not specified in such notice, provided however, in no case shall the percentage specified be in excess of 9.99% or such higher percentage as specified in such notice; provided that (i) any such %. Any increase in the Maximum Percentage will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph Section 11 may not be waived and shall apply to a successor holder of the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99%][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the WarrantsWarrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, a Holder of the Holder Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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 shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99 (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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”) 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. For any reason at any time, upon Shares (if any) and to issue the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail shares to the Holder (reduced by the number of shares of Common Stock then outstandingReduction Shares, if applicable). In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess SharesShares and the Holder shall return such Excess Shares (if in its possession) to the Company. Upon delivery of a By written notice to the Company, the a Holder of this Warrant 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 , provided, however, that (i1) in no case shall the percentage specified be in excess of 19.99% and (2) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the any exercise of any portion of a this Warrant, and the Holder shall not have the right be entitled to exercise any portion this Warrant for a number of a WarrantWarrant Shares in excess of that number of Warrant Shares which, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after upon giving effect or immediately prior to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% cause (the “Maximum Percentage”i) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be as calculated in accordance with Section 13(d) of the 1934 ActUnited States Securities Exchange Act of 1934, as amended, by the Holder, its Affiliates and any Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”)outstanding. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one three (13) Business Day Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis 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 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 such number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shareswas reported. 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 By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.9919.99% 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 claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant upon (x) 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 exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be limitation contained herein and is beneficially owned by the Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1its Affiliates. (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 1934 Act. No prior inability to exercise amount of securities or other consideration that such Holder may receive in the Warrants pursuant to this paragraph shall have any effect on the applicability event of the provisions a Fundamental Transaction as contemplated in Section 9 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 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 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 shall apply to a successor holder of the WarrantsWarrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a Warrantthis Warrant (other than for Pre-Funded Warrants), and the Holder of this Warrant shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant (other than for Pre-Funded Warrants), and any such exercise (other than for Pre-Funded Warrants) shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 4.99][9.99] % (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.1011(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares, if any. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants this Warrant pursuant to this paragraph Section 11 shall have any effect on the applicability of the provisions of this paragraph Section 11 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 3.3.10 11 to the extent necessary to correct this paragraph Section 11 or any portion of this paragraph Section 11 which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph Section 11 may not be waived and shall apply to a successor holder of the Warrantsthis Warrant.

Limitations on Exercise. Notwithstanding anything to the contrary contained 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 be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% 4.99][9.99%] (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which that would be issuable upon (A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s 's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an 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 's beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% 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 issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the Warrants.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained 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 be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect 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. For purposes of the foregoing sentenceexercise (or other issuance), the aggregate total number of shares of Common 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 the other Attribution Parties shall include 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 held by (including for such purpose the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Warrants with respect to which Exchange Act and the determination 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 sentence Exercise Notice is being made, but permitted under this paragraph. This provision shall exclude not restrict the number of shares of Common Stock which would be issuable upon a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. (b) If the Company has not obtained the Shareholder Approval (as defined below), then the Company may not issue in excess of 5,404,903 shares of Common Stock less: (A) exercise any shares of Common Stock issued on the remaining, unexercised portion of Closing Date pursuant to the Warrants beneficially owned by the Holder or any of the other Attribution Parties Purchase Agreement and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder issued upon exercise of the Warrants results in the Holder this Warrant and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage Second Warrant (if any) and conversion of the Initial Debentures (if any) (such number of outstanding shares of Common Stock (shares, as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may adjusted 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 claritytime, the shares of Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this 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 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 shall apply to a successor holder of the Warrants."ISSUABLE MAXIMUM"

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants this Warrant in excess of the Maximum Percentage shall not be deemed not 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and reinstate the Warrant to the extent of such surrendered Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant 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 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 sixty-first (61st) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph Section 11 may not be waived and shall apply to a successor holder of the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 1 (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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”) 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. For any reason at any time, upon Shares (if any) and to issue the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail shares to the Holder (reduced by the number of shares of Common Stock then outstandingReduction Shares, if applicable). In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess SharesShares and the Holder shall return such Excess Shares (if in its possession) to the Company. Upon delivery of a By written notice to the Company, the a Holder of this Warrant 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 , provided, however, that (i1) in no case shall the percentage specified be in excess of 19.99% and (2) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) 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. (iib) any such increase This Section 11 shall not restrict the number of shares of Common Stock which a Holder or decrease will apply only to the Holder and the other Attribution Parties and not may receive or beneficially own in order to any determine the amount of securities or other holder consideration that such Holder or the Attribution Parties may receive in the event of Warrants that is not an Attribution Party a Fundamental Transaction as contemplated in Section 9(c) of the Holderthis Warrant. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect number of Warrant Shares that may be acquired by the Holder upon any 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 this Warrant and any such exercise (or otherwise in respect hereof) shall be null and void and treated as if never made, limited to the extent that after giving effect necessary to ensure that, following such exerciseexercise (or other issuance), the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]% (the “Maximum Percentage”) of the total number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the other Attribution Parties shall include Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock held by (including for such purpose the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Warrants 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 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 respect 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 which the determination of issue such sentence is being made, but shares shall exclude terminate. This provision shall not restrict the number of shares of Common Stock which would be issuable upon (A) exercise 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 remaining, unexercised portion event of the Warrants beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained Fundamental Transaction as contemplated in this Section 3.3.10. For purposes 8 of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 ActWarrant. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the Holder may from time to time increase or decrease waive the Maximum Percentage to any other percentage not in excess provisions of 9.99% or such higher percentage as specified in such notice; provided that (i) this Section but any such increase in the Maximum Percentage waiver will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) Company, nor will any such increase or decrease will apply only 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 the other Attribution Parties its Affiliates and not to any other holder Persons whose beneficial ownership of Warrants that is not an Attribution Party Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Holder. For purposes Exchange Act, does not exceed 9.999% of clarity, the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable pursuant to the terms upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Warrants 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 Maximum Percentage 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 deemed 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 be issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially owned by 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 8 of this Warrant. By written notice to the Company, 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 may waive the provisions of this paragraph with respect to Section but any subsequent determination of exercisability. The provisions of this paragraph shall such waiver will not be construed and implemented in a manner otherwise than in strict conformity with effective until the terms of this Section 3.3.10 61st day after such notice is delivered to the extent necessary to correct this paragraph or Company, nor will any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give such waiver effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of the Warrantsany other Holder.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of a this Warrant, and the Holder of this Warrant shall not have the right to exercise any portion of a the Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void ab initio and treated as if never the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the Holder Holder, together with the other Attribution Parties collectively Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock that would be issued and outstanding immediately after giving effect to following such exercise. For purposes of calculating beneficial ownership for determining whether the foregoing sentenceMaximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder and together with the other Attribution Parties Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder and all other together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants relevant Warrant with respect to which the determination of such sentence is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (Ai) exercise of the remaining, unexercised portion of the Warrants Warrant held and/or beneficially owned by the Holder or any of the other Attribution Parties and (Bii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes or notes, convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10herein. For purposes of this Section 3.3.10Paragraph 11(a), beneficial ownership shall 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 1934 ActExchange Act and the rules promulgated thereunder. For purposes of the Warrantsthis Warrant, in determining the number of outstanding shares of Common Stock the Stock, a Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s ’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 3.3.1011(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. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Holder and any other the Attribution Party 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 the Warrants this Warrant results in the Holder and Holder, together with the other Attribution Parties 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 Exchange Act), the number of shares so issued by which the Holder’s and ’s, together with 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 and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a By written notice to the Company, the a Holder of this Warrant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9919.99% 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) 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such change. (iib) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants 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) of the 1934 Act). No prior inability to exercise the Warrants 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 3.3.10 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 3.3.10 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 the Warrantsthis Warrant.